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Auditor Report of Starlog Enterprises Ltd.

Mar 31, 2016

To the Members of

Starlog Enterprises Limited

(earlier known as ABG Infralogistics Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Starlog Enterprises Limited (earlier known as ABG Infralogistics Limited) ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting polices 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 our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to Note No.26 to the Financial Statements regarding Company''s current liabilities exceeding its current assets by Rs. 53, 87,71,492 as at 31st March, 2016. The Company believes that for the reasons stated in the said Note, it will have adequate liquidity to meet its liabilities as and when they fall due.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) The matters described in the Basis for disclaimer of opinion paragraph as per our separate Report in "Annexure B", and in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

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 B".

h) 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 vide Note 25.

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

iii. There are minor delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(Referred to in our Report of even date)

i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

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

(ii) According to the information and explanations given to us, the Company''s nature of operations does not require it to hold inventories and accordingly, clause 3(ii) of the Order is not applicable.

(iii) I n our opinion and according to the information and explanations given to us, the Company has not granted any loans, secure or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of investments, guarantees and securities.

(v) I n our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 of the Act in respect of services rendered by the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

a. According to the information and explanations given to us, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess wherever applicable and any other material statutory dues applicable to it have generally not been regularly deposited with the appropriate authorities though the delays in deposit have not been serious except dues in respect of service tax which are deposited with significant delays. According to the information and explanations given to us, no undisputed amounts payable by the Company in respect of aforesaid statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable except service tax of Rs. 5, 79,358.

b. According to the information and explanations given to us, the disputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, as applicable, have not been deposited on account of matters pending before appropriate authorities as under: -

Nature of dues

Amount

Period to which

the amount relates

Forum where dispute is pending

Sales Tax

1,799,088

1996-97

5,133,109

1997-98

5,458,212

1998-99

15,371,120

1999-2000

17,117,882

2000-01

7,301,689

2001-02

9,302,847

2002-03

MVAT

14,57,98,687

2005-06

24,75,33,119

2006-07

45,86,19,011

2007-08

49,14,33,812

2008-09

Deputy Commissioner of Sales Tax (Appeal-VI) Mumbai

45,42,62,844

2009-10

58,22,69,130

2010-11

44,45,68,970

2011-12

Income Tax

1,33,02,972

2004-05

Commissioner of Income Tax (Appeal)-47

93,74,728

2005-06

TOTAL

290.86.47.220

(viii) According to the information and explanations given to us, the Company has not taken any loans from Government or raised borrowings in the form of debentures. The Company has defaulted in repayment of dues to financial institutions and banks during the year. Details of the dues to bank and financial instituions which have not been paid on due dates and which are outstanding as on 31.3.2016 are given below :

Name of Lenders

Nature of Dues

Amount due on Balance Sheet date

Period to which

it relates

Date of Payments

J & K Bank Ltd. (Rs. 18.26 Cr.)

Principal

5,706,000

Jan-16

6-May-16

Interest

2,027,849

Jan''16 to Mar''16

6-May-16 (partly)

Axis Bank Ld. (Rs. 3.50 Cr.)

Principal

Interest

321,927

Mar''16

Not paid

Axis Bank Ld. (Rs. 20.00 Cr.)

Principal

15,000,000

Mar-16

Not paid

Interest

1,083,733

Mar''16

Not paid

Axis Bank Ld. (Rs. 08.00 Cr.)

Principal

-

Interest

860,009

Mar''16

Not paid

Srei Infra Finance (Rs. 7.14 Cr.)

Principal

23,810,963

Apr''15 to Aug''15

Not paid

Interest

14,097,426

Aug''13 to Mar''16

Not paid

Bank of India (Rs. 21.80 Cr.)

Principal

38,418,000

Dec''15 & Mar''16

Not paid

Interest

11,703,180

Nov''15 to Mar''16

Not paid

Landesbank (Euro 6.31 MIO.)

Principal

-

Interest

1,504,514

Apr''15 to Mar''16

4-Apr-16

L & T Fincorp (Rs. 75 Cr.)

Principal

4,500,000

Feb'' 16 & Mar''16

Not paid

Interest

10,495,610

Feb'' 16 & Mar''16

Not paid

GE Money (Rs. 45 Cr.)

Principal

119,813,967

Mar''15 to Mar''16

Not paid

Interest

41,693,258

Jan''14 to Mar''16

Not paid

IDFC (Rs. 75 Cr.)

Principal

954,365

Mar''16

Not paid

Interest

5,808,884

Jan''16 to Mar''16

Not paid

IDFC (Rs. 3.5 Cr.)

Principal

350,000

Mar''16

Not paid

Interest

1,067,501

Jan''16 to Mar''16

Not paid

ICICI (Rs. 23 Cr.)

Principal

16,428,572

Dec''15 & Mar''16

Not paid

Interest

4,300,241

Dec''15 to Mar''16

Not paid

ICICI (Rs. 16 Cr.)

Principal

10,000,000

Mar''16

Not paid

Interest

6,364,714

Dec''15 to Mar''16

Not paid

336 310 713

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the company during the year for the purposes for which loans were obtained other than temporary deployment pending application.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year nor have we been informed of such case by the management.

(xi) According to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

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

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

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.

(xvi) According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

(Referred to in our report of even date)

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

We have audited the internal financial controls over financial reporting of Starlog Enterprises Limited (earlier known as ABG Infralogistics Limited) ("the Company") as at 31 March 2016 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("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

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the 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.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that:

(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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

(c) 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.

Basis for disclaimer of opinion

According to the information and explanation given to us, the Company has not established its internal financial control over financial reporting on criteria based on or 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").

Disclaimer of Opinion

As described in the Basis for disclaimer of opinion paragraph above, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at 31 March 2016.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and the disclaimer does not affect our opinion on the financial statements of the Company.

For M.M. CHATURVEDI & CO.

Chartered Accountants

(Firm Reg. No. 112941W)

Madan Mohan Chaturvedi

Partner

Membership No.: 31118

Mumbai

May 31, 2016


Mar 31, 2015

Report on the Standalone Financial Statements

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

Management's Responsibility for the Financial Statement

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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting polices 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 our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to Note No. 26 to the Financial Statements regarding Company's current liabilities exceeding its current assets by Rs. 33,85,50,452 as at 31st March, 2015. The Company believes that for the reasons stated in the said Note, it will have adequate liquidity to meet its liabilities as and when they fall due.

Our opinion is not qualified in respect of the above 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

e) In our opinion, the matter described in Emphasis of Matter paragraph may have an adverse effect on the functioning of the Company if the plans mentioned in Note 26 to the Financial Statements do not fructify.

f) 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements vide Note 25.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) According to the information and explanations given to us, the Company's nature of operations does not require it to hold inventories and accordingly, clause 3(ii) of the Order is not applicable.

(iii) In respect of loans granted, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act:

a. According to the information and explanations given to us, the Company has given advances of Rs. 76,20,000, in the nature of loan, to a subsidiary and converted the opening advance of Rs. 16,96,94,022 to another subsidiary into share capital.

b. In our opinion and according to the information and explanations given to us, as the above amount is interest free and repayable on demand, question of overdue amounts does not arise.

(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 fixed assets and for the sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal control system during the course of the audit.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 of the Act in respect of services rendered by the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess wherever applicable and any other material statutory dues applicable to it with the appropriate authorities except in a few cases where there have been delays.

b. There were no undisputed amounts payable by the Company in respect of Provident Fund, Employees' State Insurance, Income- Tax , Sales Tax, Wealth Tax, Services Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, the disputed statutory dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax and Cess, as applicable, have not been deposited on account of matters pending before appropriate authorities as under: -

Nature of dues Amount Rs. Period to which the amount relates Forum where dispute is pending

Sales Tax 17,99,088 1996-97

51,33,109 1997-98 Chennai High Court

54,58,212 1998-99

1,53,71,120 1999-2000

1,71,17,882 2000-01

73,01,689 2001-02

93,02,847 2002-03

MVAT 14,57,98,687 2005-06 Deputy Commissioner of Sales Tax- (Appeal-VI) Mumbai 24,75,33,119 2006-07

45,86,19,011 2007-08

49,14,33,812 2008-09

45,42,62,844 2009-10

58,22,69,130 2010-11

44,45,68,970 2011-12

TOTAL 2,88,59,69,520

d. The Company has been generally regular in transferring amounts to Investor Education and Protection Fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under within time.

(viii) Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and banks during the year and the same have generally been regularized within 90 days except dues of Rs. 8,43,19,996 which are in arrears for the period from 31 to 274 days. Aggregate amount of dues which have not been paid on due dates and which and are outstanding as on 31.3.2015 is Rs. 21,00,78,561.

(x) According to the information and explanations given to us, the Company has given corporate guarantee against the loan taken by one of its subsidiaries from bank aggregating to Rs. 39,25,23,733. In our opinion, the terms and conditions on which aforesaid corporate guarantees is given are not, prima facie, prejudicial to the interest of the Company

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the company during the year for the purposes for which loans were obtained other than temporary deployment pending application.

(xii) To the best of our knowledge and according to the information and explanation given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For M. M. Chaturvedi & Co.,

Chartered Accountants

(Firm Reg. No. 112941W)

M. M. Chaturvedi

Partner

Membership No. 31118

Mumbai,

June 2, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ABG Infralogistics Limited ("the Company"), which comprise the Balance sheet as at 31 March 2014, the Statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial statements

The 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence, about the amounts and the 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.

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

opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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 2014;

(ii) in the case of the Statement of profit and loss, of the loss of the Company for the year ended on that date and

(iii) in the case of Cash flow Statement, of the cash flows of the Company for the year ended on that date.

Report on other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("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 the paragraphs 4 and 5 of the Order.

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

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

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

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

(d) in our opinion, the 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; and

(e) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - MARCH 31, 2014

(Referred to in our report of even date)

1 In respect of its fixed assets:

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

b. According to the information and explanations given to us, a major portion of the fixed assets has been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information given to us, no material discrepancy has been noticed on such verification as compared to records.

c. In our opinion, the Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern status.

2. According to the information and explanations given to us, the Company''s nature of operations does not require it to hold inventories and accordingly, clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the Company has given advances in the nature of loans to its two subsidiaries and outstanding balance and maximum balance outstanding at any time during the year from these subsidiaries was Rs. 16,96,94,722.

b. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us, the aforesaid loans are repayable on demand.

d. As the aforesaid loans given by the Company are repayable on demand, the question of overdue amount does not arise.

e. According to the information and explanations given to us, the Company has, during the year, fully repaid advance received from one of the subsidiary company against sale of assets. Maximum amount outstanding at any time during the year to the said subsidiary was Rs. 16,19,55,978.

f. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. As the aforesaid advance taken by the Company has already been fully repaid, the question of overdue amount does not arise.

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 purchases of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal control system during the course of the audit.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and representations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 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 the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. The Company did not have an internal audit system during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenances of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and any other material statutory dues applicable to it with the appropriate authorities except in a few cases where there have been delays. According to the information given to us, no undisputed amounts in respect of aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the disputed statutory dues have not been deposited on account of matters pending before appropriate authorities as under: -

Nature of dues Amount Rs. Period to which the Forum where amount relates dispute is pending Sales Tax 17,99,088 1996-97

51,33,109 1997-98

54,58,212 1998-99

1,53,71,120 1999-2000 Chennai High Court 1,71,17,882 2000-01

73,01,689 2001-02

93,02,847 2002-03

Maharashtra Value Added Tax 14,57,98,687 2005-06 Deputy Commissioner 66,45,04,605 2008-09 of Sales Tax- (Appeal-VI) TOTAL 87,17,87,239 Mumbai

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

11. According to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and banks during the year and the same have generally been regularized within 90 days except dues of Rs. 8,54,54,679 which are older than 90 days. Aggregate amount of dues which have not been paid on due dates and which and are outstanding as on 31.3.2014 is Rs. 21,44,45,337.

12. According to the information and explanations given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

15. According to the information and explanations given to us, the Company has given corporate guarantees against the loans taken by its subsidiary companies from banks aggregating to Rs. 43.25 crores. In our opinion, the terms and conditions on which aforesaid corporate guarantees are given are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans availed by the Company have been applied during the year for the purposes for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis (excluding current maturities of long term dues) have, prima facie, not been used during the year for long term investments.

18. The Company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M. M. Chaturvedi & Co. Chartered Accountants Firm''s Registration No: 112941W

M. M. Chaturvedi Partner Membership No: 31118

Mumbai Date: May 30, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ABG Infralogistics Limited ("the Company"), which comprise the Balance sheet as at March 31, 2013, the Statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence, about the amounts and the 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.

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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, 2013;

(ii) in the case of the Statement of profit and loss, of the loss of the Company for the year ended on that date and

(iii) in the case of Cash flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("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 the paragraphs 4 and 5 of the Order.

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

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

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

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

(d) in our opinion, the 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; and

(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.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - MARCH 31, 2013

(Referred to in our report of even date) 1 In respect of its fixed assets:

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

b. According to the information and explanations given to us, a major portion of the fixed assets has been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information given to us, no material discrepancy has been noticed on such verification as compared to records.

c. In our opinion, the Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern status.

2. According to the information and explanations given to us, the Company''s nature of operations does not require it to hold inventories and accordingly, clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the Company has not given any new loan to any of the aforesaid parties. Loan outstanding from a subsidiary company at the end of the year was Rs.700 and the maximum amount outstanding at any time during the year from two subsidiaries was Rs.3,37,50,366.

b. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us, the aforesaid loans are repayable on demand.

d. As the aforesaid loans given by the Company are repayable on demand, the question of overdue amount does not arise.

e. According to the information and explanations given to us, the Company has received advances from a subsidiary company against sale of assets. Amount of advance outstanding at the end of the year was Rs. 16,13,93,978 and the maximum amount outstanding at any time during the year was Rs. 33,56,04,900.

f. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. As the aforesaid advance taken by the Company is repayable on demand, the question of overdue amount does not arise.

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 purchases of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal control system during the course of the audit.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and representations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 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 the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. The Company did not have an internal audit system during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenances of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the books of account, the

Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and any other material statutory dues applicable to it with the appropriate authorities except in a few cases where there have been delays. According to the information given to us, no undisputed amounts in respect of aforesaid dues, except TDS amounts of Rs. 16,41,105, were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the disputed statutory dues have not been deposited on account of matters pending before appropriate authorities as under: -

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

Sales Tax 17,99,088 1996-97

51,33,109 1997-98

54,58,212 1998-99

1,53,71,120 1999-2000 Chennai

1,71,17,882 2000-01 High Court

73,01,689 2001-02

93,02,847 2002-03

TOTAL 6,14,83,947

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

11. According to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and banks during the last quarter of the year and aggregate amount of such dues which have not been paid which and are outstanding as on 31.3.2013 is Rs. 8,90,74,678, out of which, Rs. 5,36,66,148 has since been paid.

12. According to the information and explanations given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable

15. According to the information and explanations given to us, the Company has given corporate guarantees against the loans taken by its subsidiary companies from banks aggregating to Rs. 43.25 crores. In our opinion, the terms and conditions on which aforesaid corporate guarantees are given are not, prima facie, prejudicial to the interest of the Company

16. According to the information and explanations given to us, the term loans availed by the Company have been applied during the year for the purposes for which they were raised

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis (excluding current maturities of long term dues) have, prima facie, not been used during the year for long term investments.

18. The Company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For M M Chaturvedi & Co.

Chartered Accountants

Firm''s Registration No: 112941W



M.M.Chaturvedi

Partner

Membership No: 31118



Mumbai

Date: May 30, 2013


Mar 31, 2011

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 principle used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(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 bylaw have been kept by the Company, so far as it 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, 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 Companies Act, 1956;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and other notes 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2011;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

(The Annexure referred to in paragraph 3 of the Auditors' Report of even date to the members of ABG Infralogistics Limited on the accounts for the year ended 31st March, 2011)

1. In respect of its fixed assets:

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

b. According to the information and explanations given to us, a major portion of the fixed assets has been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information given to us, no material discrepancy has been noticed on such verification as compared to records.

c. In our opinion, the Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern status.

2. According to the information and explanations given to us, the Company's nature of operations does not require it to hold inventories and accordingly, clause 4(ii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the Company has not given any new loan to any of the aforesaid parties. Aggregate loans outstanding from two subsidiary companies at the end of the year amount to Rs. 393.81 lacs which is also the maximum amount outstanding at any time during the year from the said companies.

b. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us, the aforesaid loans are repayable on demand.

d. As the aforesaid loans given by the Company are repayable on demand, the question of overdue amount does not arise.

e. According to the information and explanations given to us, the Company had taken advance against sale of assets from a subsidiary company during preceding year. Amount of advance outstanding to the said subsidiary company at the end of the year amounts to Rs. 494.37 lacs and the maximum amount outstanding payable to the said company at any time during the year is Rs. 1,112.19 lacs.

f. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. As the aforesaid advance taken by the Company is repayable on demand, the question of overdue amount does not arise.

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 purchases of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal control system during the course of the audit.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and representations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 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 the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control systems are commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenances of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and any other material statutory dues applicable to it with the appropriate authorities except in a few cases where there have been delays. According to the information given to us, no undisputed amounts in respect of aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the disputed statutory dues have not been deposited on account of matters pending before appropriate authorities as under: -

Nature of Amount Period to Form where dispute dues (Rs.) which the is pending

Sales Tax 17,99,088/- 1996-97 Chennai

51,33,109/- 1997-98 High Court

54,58,212/- 1998-99

1,53,71,120/- 1999-2000

1,71,17,882/- 2000-01

73,01,689/- 2001-02

93,02,847/- 2002-03

TOTAL 6,14,83,947/-

10. The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year,

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

12. According to the information and explanations given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 is not applicable.

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

16. According to the information and explanations given to us, the term loans availed by the Company have been applied during the year for the purposes for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investments.

18. The Company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M. M. Chaturvedi & Co. Chartered Accountants (Registration No. 112941W)

M. M. Chaturvedi Partner Membership No.: 31118

Place: Mumbai, Dated: 30th May, 2011


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 principle used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of 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, 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 Companies Act, 1956;

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and other notes 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:

(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 of the Company for the year ended on that date; and

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



ANNEXURE TO AUDITORS REPORT

(The Annexure referred to in paragraph 3 of the Auditors’ Report of even date to the members of ABG Infralogistics Limited on the accounts for the year ended 31st March, 2010)

1 In respect of its fixed assets

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except furniture and fixtures and office equipments for which records are explained to be under preparation.

b. According to the information and explanations given to us, a major portion of the fixed assets has been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information given to us, no material discrepancy has been noticed on such verification as compared to records, where available.

c. In our opinion, the Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern status.

2. According to the information and explanations given to us, the Companys nature of operations does not require it to hold inventories and accordingly, clause 4(ii) of the Companies (Auditors Report) Order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, the Company has not given any new loan to any of the aforesaid parties. Aggregate loans outstanding from two subsidiary companies at the end of the year amount to Rs. 393.81 lacs and the maximum amount outstanding from the said companies at any time during the year is Rs.725.09 lacs.

b. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us, the aforesaid loans are repayable on demand.

d. As the aforesaid loans given by the Company are repayable on demand, the question of overdue amount does not arise.

e. According to the information and explanations given to us, the Company has taken loans from a subsidiary company during the year amounting to Rs.2053 lacs. Aggregate loans outstanding to the said subsidiary company at the end of the year amount to Rs. 1,112 lacs and the maximum amount outstanding payable to the said company at any time during the year is Rs. 6,030 lacs.

f. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

g. As the aforesaid loans given by the Company are repayable on demand, the question of overdue amount does not arise.

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 purchases of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal control system during the course of the audit.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion, and according to the information and representations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 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 the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

7 . The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control systems are commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenances of cost records, under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and any other material statutory dues applicable to it with the appropriate authorities except in a few cases where there have been slight delays. According to the information given to us, no undisputed amounts in respect of aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the disputed statutory dues have not been deposited on account of matters pending before appropriate authorities as under :-

Nature of dues Amount Period to which the Forum where

Rs. amount relates dispute is pending 1,799,088 1996-1997

5,133,109 1997-1998

5,458,212 1998-1999 Chennai

Sales Tax 15,371,120 1999-2000 High Court

17,117,882 2000-2001

7,301,689 2001-2002

9,302,847 2002-2003

TOTAL 61,483,947

10. Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

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

12. According to the information and explanations given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 order is not applicable.

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

16. According to the information and explanations given to us, the term loans availed by the Company have been applied during the year for the purposes for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investments.

18. The Company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M. M. Chaturvedi & Co.

Chartered Accountants

(Registration No. 112941W)

M. M. Chaturvedi

Partner

Membership No. : 31118

Mumbai, 29th May, 2010

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