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Auditor Report of Simplex Infrastructures Ltd.

Mar 31, 2016

To the Members of

Simplex Infrastructures Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Simplex Infrastructures Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. 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 to 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone financial statements.

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

Basis for Qualified Opinion

8. We draw your attention to Note 32 to the standalone financial statements with regard to amount due from one of the subsidiary classified as Other Current Assets aggregating Rs. 1,576 Lakhs (As at March 31, 2015: Rs. 1,481 Lakhs) as at the year end. In view of the lack of adequate information, we are unable to comment on the extent of eventual recoverability of the said amount, which is required to be assessed by the management considering the principle of prudence as mentioned in Accounting Standard 1 “Disclosure of Accounting Policies”. The impact of this matter on the Other Current Assets, Other Expenses, Total Expenses, Reserves and Surplus, Profit before Tax, Profit for the Year and Earnings per Share of the Company is not ascertainable at this stage. This matter was also qualified in our report on the standalone financial statements for the year ended March 31, 2015.

Qualified Opinion

9. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

10. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, 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, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) In our opinion, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, 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 March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With reference to maintenance of accounts and other matters connected therewith, reference is drawn to Note 32 to the standalone financial statements and the matters are as stated in the paragraph 11 (b) above.

(g) 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 A.

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

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements - Refer Note 30.1 to the standalone financial statements;

ii. The Company has long-term contracts including derivative contracts as at March 31, 2016 for which there were no 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 during the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

ANNEXURE A

TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 11(g) of the Independent Auditors’ Report of even date to the members of Simplex Infrastructures Limited on the standalone financial statements for the year ended March 31, 2016

1. We have audited the internal financial controls over financial reporting of Simplex Infrastructures 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

2. 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 (ICAI). 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 Act.

Auditors’ Responsibility

3. 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 deemed to be prescribed under Section 143(10) of the Act 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 ICAI. 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.

4. 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.

5. 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

6. 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

7. 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

8. 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.

ANNEXURE B

TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Simplex Infrastructures Limited on the standalone financial statements as of and for the year ended March 31, 2016

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 12 on fixed assets to the standalone financial statements, are held in the name of the Company, except for the following, for reasons set out in Note 12(b) to the standalone financial statements.

Particulars

Class of asset

Gross Block (Rs. in Lakhs)

Net Block (Rs. in Lakhs)

Four

Properties located at New Delhi

Building

17

10

One

property located at Mumbai

Building

7

5

ii. The physical verification of inventory [excluding stocks with third parties and work -in-progress (comprising site development costs, etc. referred to in Note 1.10 to the standalone financial statements)] has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

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 Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including provident fund, employees’ state insurance, service tax, professional tax and value added tax have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious and deposited within the year. Further 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 in respect of income tax though there has been delays in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs which have not been deposited on account

Name of the statute

Nature of dues

Amount (Rs. in Lakhs)

Period to which the amount relates

Forum where the dispute is pending

West Bengal - Central Sales Tax Act 1956

Sale - in- transit disallowed

9

2010-11

Senior Joint Commissioner Of Commercial Tax, (Appeals)

West Bengal - Central Sales Tax Act 1956

Non Submission of statutory forms

1041

2012-13

Senior Joint Commissioner Of Commercial Tax, (Appeals)

Chhattisgarh Commercial Tax Act,1994

Turnover enhanced and tax levied

5

2003-04 and 2004-05

Deputy Commissioner of Commercial Tax (Appeal)

Jharkhand - Central Sales Tax Act,1956

Non submission of statutory forms

37

2010-11

Appeal to be Filed

Andhra Pradesh General Sales Tax Act,1957

Demand against inter-state purchase

8

2003-04

Sales Tax Appellate Tribunal

Central Sales Tax Act,1956

Penalty under Section 10A

7

2003-04

Sales Tax Appellate Tribunal

Central Sales Tax Act,1956

Interest

2

2008-09

Sales Tax Appellate Tribunal

Goa Sales Tax Act,1964

Disallowance of tax paid on inter-state purchases

64

2004-05

Sales Tax Appellate Tribunal

Orissa Sales Tax Act, 1947 [For Paradeep]

Disallowance on machinery hire charges

6

2001-02

Sales Tax Appellate Tribunal

Orissa Sales Tax Act, 1947 [For Sambalpur]

Levy of tax on free issue of materials

3

1985-86, 1988-89 and 1989-90

Sales Tax Appellate Tribunal

Andhra Pradesh Value Added Tax Act,2005

Forfeiture of refund against Government Contracts

28

2011-12

Deputy Commissioner of Commercial Tax (Appeal), Andhra Pradesh

Andhra Pradesh Value Added Tax Act 2005

Forfeiture of refund against Government Contracts

114

2010-11

High Court at Andhra Pradesh

Andhra Pradesh Value Added Tax Act,2005

Forfeiture of refund against Government Contracts

898

2007-08 ,2008-09 and 2009-10

Andhra Pradesh High Court

Karnataka VAT Act,2003

Disallowance of Input tax credit

40

2011-12

Karnataka Appellate Tribunal

Kerala VAT Act, 2003

Disallowances, etc.

124

2008-09

Deputy Commissioner (Appeal) Ernakulum

Tamil Nadu Value Added Tax Act,2006

Input disallowed

11

2007-08 and 2008-09

Deputy Commissioner, Chennai

West Bengal Value Added Tax Act,2003

Disallowances, etc.

9,510

2006-07 to 2010-11

West Bengal Commercial Taxes Appellate and Provisional Board

West Bengal Value Added Tax Act,2003

Disallowances, etc.

7,203

2011-12 and 2012-13

Senior Joint Commissioner, Commercial Taxes (Appeal)

West Bengal Value Added Tax Act,2003

Vat Liability

4

2006-07

High Court at Calcutta

West Bengal Value Added Tax Act, 2003

Disallowances, etc.

*

2005-06

Additional Commissioner, Commercial Taxes

Madhya Pradesh Value Added Tax Act, 2002

Vat Liability

26

2008-09

Sales Tax Appellate Tribunal

Madhya Pradesh Value Added Tax Act, 2002

Vat Liability

41

2012-13

Deputy Commissioner (Appeal)

Jharkhand VAT Act, 2005

Disallowances, etc.

15

2005-06

High Court at Jharkhand

Jharkhand VAT Act, 2005

Disallowances, etc.

191

2008-09

Commissioner of Commercial Taxes

of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise and value added tax as at March 31, 2016 which have not been deposited on account of a dispute, are as follows:

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders, as applicable, as at the balance sheet date.

Name of the statute

Nature of dues

Amount (Rs. in Lakhs)

Period to which the amount relates

Forum where the dispute is pending

Central Excise Act,1944

Excise Duty

141

2012-13 and 2013-14

Customs, Excise & Service Tax Commissioner (Appeal), Bilaspur.

Central Excise Act,1944

Excise Duty

989

2007-08 to 2011-12

Customs, Excise & Service Tax Appellate Tribunal

Finance Act 1994-Service Tax

Service Tax

2,640

2006-07 to 2011-12

Customs, Excise & Service Tax Appellate Tribunal

Finance Act 1994- Service Tax

Service Tax

4

2007-08 and 2008-09

Commissioner of Central Excise (Appeals)

Finance Act 1994- Service Tax

Service Tax

9,524

2004-05 to 2008-09

High Court at Calcutta

Finance Act 1994- Service Tax

Service Tax on construction of port

215

2004-05 to 2005-06

High Court at Calcutta

Finance Act 1994- Service Tax

Service Tax

2,122

2008-09 and 2009-10

High Court at Calcutta

Finance Act 1994- Service Tax

Service Tax

1,594

2004-05 to 2009-10

Supreme Court of India

Law No. (21) of 2009-Tax Law- State of Qatar

Income Tax

365

2010-11

Justice of the Honorable First Instance Plenary Court

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied, on an overall basis, for the purposes for which they were obtained. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year.

x. During the course of our examination of the books 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 by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. 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. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse For H.S. Bhattacharjee & Co.

Firm Registration Number: 301112E Firm Registration Number: 322303E

Chartered Accountants Chartered Accountants

(Pradip Law) (H.S.Bhattacharjee)

Partner Partner

Membership Number: 51790 Membership Number: 50370

Kolkata Kolkata

May 30, 2016 May 30, 2016


Mar 31, 2014

Not Available.


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Simplex Infrastructures Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of ‘the Companies Act, 1956'' of India (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.

Auditors'' Responsibility

3. 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.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 auditors consider 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.

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

Basis for Qualified Opinion

6. We draw your attention to Note 32 to the financial statements regarding the current political situation in the country in which one of the subsidiaries of the Company operates. In view of the erosion of its net worth and lack of adequate information, we are unable to comment on the extent of decline other than temporary, if any, required to be made in the carrying amount of investments of Rs. 387 Lakhs in the said subsidiary in accordance with Accounting Standard 13 "Accounting for Investments" and the extent of eventual recoverability of year-end book debts of Rs. 1,292 Lakhs shown under Other Current Assets and Advances of Rs. 401 Lakhs due from the said subsidiary. The impact of this matter on the Non- current Investments, Short-term Loans and Advances, Other Current Assets, Reserves and Surplus, Profit before Tax, Profit for the period and Earnings per Equity Share of the Company is presently not ascertainable.

Qualified Opinion

7. 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, except for the indeterminate effects of the matter referred to in paragraph 6 above, a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

8. As required by ‘the Companies (Auditor''s Report) Order, 2003'', as amended by ‘the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

(a) Except for the indeterminate effects of the matter referred to in paragraph 6 above, 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, except for the indeterminate effects of the matter referred to in paragraph 6 above, 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, except for the indeterminate effects of the matter referred to in paragraph 6 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in 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 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 Act.

Referred to in paragraph 8 of the Independent Auditors'' Report of even date to the members of Simplex Infrastructures Limited on the financial statements as of and for the year ended March 31, 2013

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory excluding stocks with third parties and work-in-progress (comprising site development costs, etc. as indicated in Note 1.10 to the financial statements) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory other than work-in-progress. As regards work-in- progress, as explained by the Management, it is not practicable to maintain cumulative quantative records, since it comprises site development costs, etc. as indicated in Note 1.10 to the financial statements. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)(b),(c), (d), (f) and (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 is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. 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 neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts 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 Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the ‘Companies (Acceptance of Deposits) Rules, 1975'' with regard to the deposits accepted from the public. According to the information and explanations given 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 on the Company in respect of the aforesaid deposits.

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

viii. 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 of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (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 in respect of provident fund, employees'' state insurance, tax deducted at source, professional tax and service tax, though there have been delays in a few cases , and is regular in depositing undisputed statutory dues, including investor education and protection fund, income tax, sales tax, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax and customs duty which have not been deposited on account of any dispute. The particulars of dues of sales tax, service tax, income tax and excise duty as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rupees in Lakhs)

Andhra Pradesh General Demand against 8 Sales Tax Act,1957 Inter-state purchase

Goa Sales Tax Act, 1964 Disallowance of tax paid 64 on interstate purchases

Central Sales Tax Penalty under Section 10A 7 Act, 1956

Central Sales Interest 2 Tax Act, 1956

Orissa Sales Tax Act, WCT disallowance of labour 1 1947 [For Angul] component

Orissa Sales Tax Act, Disallowance on machinery 6 1947 [For Paradeep] hire charges

Orissa Sales Tax Act, Levy of tax on free issue 3 1947 [For Sambalpur] of materials

Central Excise Act, Excise Duty on Fabricated 84 1944 structures

Finance Act, 1994- Service Tax 9,524 Service Tax

Finance Act, 1994- Service Tax on construction 215 Service Tax of port

Finance Act, 1994- Service Tax 1,584 Service Tax

Finance Act, 1994- Service Tax 249 Service Tax

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

Finance Act, 1994- 2003-04 Andhra Pradesh Sales Tax Appellate Tribunal

Finance Act, 1994- 2004-05 Appellate Tribunal

Finance Act, 1994- 2003-04 Assistant Commissioner of Commercial Taxes

Finance Act, 1994- 2008-09 Appellate Tribunal

Finance Act, 1994- 2002-03 Appellate Tribunal

Finance Act, 1994- 2001-02 Appellate Tribunal

Finance Act, 1994- 1985-86, Appellate Tribunal 1988-89 and 1989-90

Finance Act, 1994- May, 2007 to Customs, Excise & November, Service Tax Appellate

Finance Act, 1994- 1.3.2005 to High Court at Calcutta 30.9.2008

Finance Act, 1994- 10.9.2004 to High Court at Calcutta 15.6.2005

Finance Act, 1994- 9.9.2004 to High Court at Delhi 30.9.2009 March, 2007 Customs, Excise & to January, Service Tax Appellate

Finance Act, 1994- 2008 Tribunal

x. The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order 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 Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loan taken by a company from a bank during the year, are not prejudicial to the interest of the Company. The Company has not given any guarantee for loans taken by others from financial institutions during the year.

xvi. 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.

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

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has created security in respect of debentures issued and outstanding at the year-end.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse For H.S.Bhattacharjee & Co.

Firm Registration Number: 301112E Firm Registration Number: 322303E

Chartered Accountants Chartered Accountants

(P. Law) (H.S.Bhattacharjee)

Partner Partner

Membership Number 51790 Membership Number 50370

Kolkata Kolkata

May 30, 2013 May 30, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Simplex Infrastructures Limited (the "Company") as at March 31, 2012, and the related Profit and Loss Statement and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (the Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2 (a) The inventory other than work-in-progress (comprising site development costs, etc. as indicated in Note 1.10 to the financial statements) and stocks with third parties has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory other than work-in-progress. As regards work-in-progress, as explained by the Management, it is not practicable to maintain cumulative quantative records, since it comprises site development costs, etc. as indicated in Note 1.10 to the financial statements. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) 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 Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. 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 neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) 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 Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3.6 In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the 'Companies (Acceptance of Deposits) Rules, 1975' with regard to the deposits accepted from the public. According to the information and explanations given 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 on the Company in respect of the aforesaid deposits.

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

3.8 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 of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues in respect of employees' state insurance, service tax, provident fund, tax deducted at source and investor education and protection fund, though there has been delays in a few cases and has been regular in depositing during the year undisputed statutory dues, including, income tax, sales tax, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. However, there were no arrears of statutory dues outstanding as at March 31, 2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty, as applicable, as at March 31, 2012 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where the (Rupees which the dispute is pending in Lakhs) amount relates

Andhra Pradesh General Demand against turnover tax 4 1996-9 High Court, Sales Tax Act,1957 Hyderabad

Andhra Pradesh General Demand against turnover tax 3 1997-98 to Andhra Pradesh Sales Sales Tax Act,1957 1999-2000 Tax Appellate Tribunal

Andhra Pradesh General Demand against Inter- 8 2003-04 Andhra Pradesh Sales Sales Tax Act,1957 state purchase Tax Appellate Tribunal

Goa Sales Tax Act, 1964 Disallowance of tax paid on 64 2004-05 Appellate Tribunal interstate purchases

Central Sales Tax Penalty under Section 10A 7 2003-04 Assistant Commissioner Act, 1956 of Commercial Taxes

Central Sales Tax Interest 2 2008-09 Appellate Tribunal Act, 1956

Orissa Sales Tax Act, WCT disallowance of labour 1 2002-03 Appellate Tribunal 1947 [For Angul] component

Orissa Sales Tax Act, Disallowance on machinery 6 2001-02 Appellate Tribunal 1947 [For Paradeep] hire charges

Orissa Sales Tax Act, Levy of tax on free issue of 3 1985-86, Appellate Tribunal 1947 [For Sambalpur] materials 1988-89 and 1989-90

Uttar Pradesh Trade Additional Tax 101 2006-07 and Deputy Tax Act, 1948 2007-08 Commissioner

Central Excise Act, 1944 Excise Duty on Fabricated 84 May, 2007 to Customs, Excise & structures November, Service Tax 2007 Appellate Tribunal

Finance Act, 1994- Service Tax 9,524 1.3.2005 to High Court at Service Tax 30.9.2008 Calcutta

Finance Act, 1994- Service Tax on 215 10.9.2004 to High Court at Service Tax construction of port 15.6.2005 Calcutta

Finance Act, 1994- Service Tax 1,584 9.9.2004 to High Court at Service Tax 30.9.2009 Delhi

Finance Act, 1994- Service Tax 249 March, 2007 Customs, Excise & Service Tax to January, Service Tax Appellate 2008 Tribunal

Finance Act, 1994- Service Tax 5 October, 2007 Commissioner of Service Tax to April, 2008 Central Excise (Appeals)

3.10 The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

3.13 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

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

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has not issued any debentures during the year; and does not have any debentures outstanding as at the year end.

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

3.21 During the course of our examination of the books 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

4 We draw your attention to the following matter:

As indicated in Note 32 to the financial statements, in view of political risk in the country in which one of the subsidiaries of the Company operates, erosion of its net worth and lack of adequate information, we are unable to comment on the extent of diminution, other than temporary, if any, in the carrying amount of investment of Rs. 387 lakhs in the said subsidiary in keeping with Accounting Standard 13 "Accounting for Investments" and the extent of eventual recoverability of year-end Other Current Assets of Rs. 1,210 lakhs and Advances of Rs. 395 lakhs due from the said subsidiary (together with its effect on the year's profit and the year-end net worth).

5. Further to our comments in paragraph 3 above, we report that:

(a) Except for the indeterminate effects of the matter referred to in paragraph 4 above, 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;

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

(d) In our opinion, except for the indeterminate effects of the matter referred to in paragraph 4 above, the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report 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, 2012 and taken on record by the Board of Directors, 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 Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give, except for the indeterminate effects of the matter referred to in paragraph 4 above, 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 March 31, 2012;

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

For Price Waterhouse For H.S.Bhattacharjee & Co.

Firm Registration Number: 301112E Firm Registration Number: 322303E

Chartered Accountants Chartered Accountants

(P.Law) (H.S.Bhattacharjee)

Partner Partner

Membership Number: 51790 Membership Number: 50370

Kolkata Kolkata

June 8, 2012 June 8, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Simplex Infrastructures Limited (the "Company”) as at 31st March 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Tose 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 by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘the Companies Act, 1956' of India (the ‘Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2 (a) The inventory other than work-in-progress

[comprising site development costs etc. as indicated in Note 1(g) on Schedule 19 to Accounts], stocks with third parties and material in transit has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of materials at sites, materials in transit and stores. As regards work- in-progress, as explained by the Management, it is not practicable to maintain cumulative quantitative records, since it comprises site development cost etc. as indicated in Note 1(g) on Schedule 19 to Accounts. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material.

3.3 (a) 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 Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

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

purchase of inventory, 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 neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) 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 Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3.6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given 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 on the Company in respect of the aforesaid deposits.

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

3.8 The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year, the undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income- tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess, as applicable, as at 31st March 2011, which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where the (Rupees in which the dispute is pending Tousand) amount relates

Andhra Pradesh General Demand against turnover 406 1996-97 High Court, Sales Tax Act, 1957 tax challenged Hyderabad

Andhra Pradesh General Demand against turnover 287 1997-98 to Andhra Pradesh Sales Sales Tax Act, 1957 tax challenged 1999-2000 Tax Appellate Tribunal

Andhra Pradesh General Demand against 771 2003-04 Andhra Pradesh Sales Sales Tax Act, 1957 Interstate purchase Tax Appellate Tribunal, Visakapattanam

Goa Sales Tax Act, 1964 Disallowance of tax paid 6,436 2004-05 Appellate Tribunal in on interstate purchases Goa

Central Sales Tax Act, 1956 Penalty under Section 10A 712 2003-04 Assistant Commissioner of Commercial Taxes (Margoa, Goa)

Orissa Sales Tax Act, 1947 WCT disallowance of 52 2002-03 Appellate Tribunal, [For Angul] labour component Cuttack

Orissa Sales Tax Act, 1947 Disallowance on machinery 584 2001-02 Appellate Tribunal, [For Paradeep] hire charges - - Cuttack

Orissa Sales Tax Act, 1947 Levy of tax on free issue 258 1985-86, 1988- Appellate Tribunal, [For Sambalpur] of materials 89 & 1989-90 Cuttack

Uttar Pradesh Trade Sales Tax 614 2003-04 Joint Commissioner Tax Act, 1948 Appeal

Uttar Pradesh Trade Sales Tax 5,639 2006-07 Deputy Commissioner Tax Act, 1948 Ghaziabad

Uttar Pradesh Trade Sales Tax 3,332 2006-07 Additional Commissioner Tax Act, 1948 Gorakhpur

Uttar Pradesh Trade Sales Tax 4,455 2007-08 Deputy Commissioner Tax Act, 1948 Ghaziabad

Finance Act, 1994- Service Tax 952,418 1.3.2005 to High Court at Calcutta Service Tax 30.9.2008

Finance Act, 1994- Service Tax on 46,012 10.9.2004 to High Court at Calcutta Service Tax construction of port 15.6.2005

Finance Act, 1994-Service Tax Service Tax 158,441 2003-04, 2005- High Court at Delhi 06, 2006-07 and 2008-09

Finance Act, 1994-Service Tax Service Tax 10,429 1.10.2009 to Reply to Commissionerate 31.3.2010 is pending

Finance Act, 1994-Service Tax Service Tax 24,931 March, 2007 to Customs, Excise & Service January, 2008 Tax Appellate Tribunal

Finance Act, 1994-Service Tax Service Tax 457 October, 2007 Commissioner of to April, 2008 Central Excise (Appeals)

3.10 The Company has no accumulated losses as at 31st March 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

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

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has not issued during the year any secured debenture.

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

3.21 During the course of our examination of the books 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

4 We draw your attention to the following matters:

a) As indicated in Note 8 on Schedule 19 to the Accounts, year-end exchange fluctuation loss of Rs.73,411 thousand pertaining to a foreign currency loan has not been provided for which is required under

Accounting Standard 11 "The Effects of Changes in Foreign Exchange Rates” for reasons given by the management in the said Note. Had this item been accounted for, both the Profit for the year and the year- end net worth would have been lower by Rs.73,411 thousand.

b) As indicated in Note 9 on Schedule 19 to the Accounts, in view of heightened political risk in the country in which one of the subsidiaries of the Company operates, substantial erosion of its net worth and lack of adequate information, we are unable to comment on the extent of diminution, other than temporary, if any, in the carrying amount of investment of Rs.38,688 thousand in the said subsidiary in keeping with Accounting Standard 13 "Accounting for Investments” and the extent of eventual recoverability of year-end Sundry Debtors of Rs.105,942 thousand and Advances of Rs.38,507 thousand due from the said subsidiary (together with its effect on the year's Profit and the year-end net worth).

5. Further to our comments in paragraph 3 above, we report that:

(a) Except for the indeterminate effects of the matter referred to in paragraph 4 (b) above, 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;

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

(d) In our opinion, except for the effects of the matter referred to in paragraph 4 (a) above and indeterminate effects of the matter referred to in

paragraph 4 (b) above, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report 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, 2011 and taken on record by the Board of Directors, 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 Act;

(f ) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give, except for the effects of the matter referred to in paragraph 4 (a) above and the indeterminate effects of the matter referred to in paragraph 4 (b) above, 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 31st March, 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.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

P. Law

Partner

Membership Number 51790

Kolkata 30th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Simplex Infrastructures Limited (the “Company”) as at 31st March 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together the “Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘the Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

3.1 (a) The Company has maintained proper records

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2 (a) The inventory other than work-in-progress [comprising site development costs etc. as indicated in Note 1(g) on Schedule 19 to Accounts] , stocks with third parties and material in transit has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory

records, in our opinion, the Company has

4

maintained proper records of materials at sites, materials in transit and stores. As regards work- in-progress, as explained by the Management, it is not practicable to maintain cumulative quantitative records, since it comprises site development costs etc. as indicated in Note 1(g) on Schedule 19 to Accounts. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) 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 Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, 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 neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion and according to the information

and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) 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 Rupees Five Lakhs in respect of any party during the year have been made at prices which are

reasonable having regard to the prevailing market prices at the relevant time.

3.6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given 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 on the Company in respect of the aforesaid deposits.

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

3.8 The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

3.9 (a) According to the information and explanations

given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year, the undisputed statutory dues including provident fund, employees’ state insurance, investor education and protection fund, income- tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as applicable as at 31st March 2010, which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where the (Rupees in which the dispute is pending Thousand) amount relates Andhra Pradesh Demand against 406 1996-97 High Court, General turnover Hyderabad Sales Tax Act,1957 tax challenged Andhra Pradesh Demand against 287 1997-98 to Andhra Pradesh General turnover sales Tax Sales Ta x Act,1957 tax challenged - 1999-2000 Appellate Tribunal Andhra Pradesh Demand against 771 2003-04 Andhra Pradesh General sales Tax Sales Tax Act,1957 Interstate purchase - - Appellate Tribunal Goa Sales Tax Act, Disallowance of 6,436 2004-05 Appellate Tribunal 1964 tax paid on interstate purchases Goa Central Sales Tax Act, 1956 Penalty under Section 10A 712 2003-04 Assistant Commissioner of Commercial Taxes(Margoa,Goa) Orissa Sales Ta x Act, 1947 Works Contract Ta x disallow- 52 2002-03 Appellate ance of labour Tribunal, component Cuttack Orissa Sales Ta x Act, 1947 Disallowance on machinery 584 2001-02 Appellate hire charges Tribunal Cuttack Orissa Sales Ta x Act, 1947 Levy of tax on free issue 258 1985-86 1988-Appellate of materials - 89 & 1989-90 Tribunal,Cuttack Uttar Pradesh General Entry Tax 656 2003-04 Joint Commissioner Sales Tax Act, 1963 Appeal Uttar Pradesh General Sales Tax 614 2003-04 Joint Commissioner Sales Ta x Act, 1963 Appeal Uttar Pradesh General Entry Tax 732 2004-05 Allahabad High Court Sales Tax Act, 1963 Finance Act, 1994- Service Tax 989,236 1.3.2005 to High Court at Service Tax - 30.9.2008 Calcutta Finance Act, 1994- Service Tax on 46,01210.9.2004 to High Court at Service Tax construction of port- 15.6.2005 Calcutta Finance Act, 1994- Service Tax 66,943 2004-05 to High Court at Service Tax 2007-08 Delhi Finance Act, 1994- Service Tax 81,148 April,08to Filing of writ petition is Service Tax September,08 pending before the High Court at Delhi

10 The Company has no accumulated losses as at 31st March 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

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

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis which have been used for long-term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has not issued during the year any secured debenture.

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

3.21 During the course of our examination of the books 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

4. Attention is drawn to the following:

As indicated in Note 9 on Schedule 19 to the Accounts, year-end exchange fluctuation loss of Rs.60,972 thousand pertaining to a foreign currency loan has not been provided for which is required under Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates” for reasons given by the Management in the said Note. Had this item been accounted for, both the profit for the year and the year-end net worth would have been lower by Rs. 60,972 thousand.

5. Further to our comments 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;

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

(d) In our opinion, except for the non-compliance in view of the matter referred to in paragraph 4 above, 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 Act;

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, 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 Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial

statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give, except for the impact of the matter referred to in paragraph 4 above, 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 31st March, 2010;

(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.

For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants P. Law Kolkata Partner 30th May, 2010 Membership Number: 51790

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