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Auditor Report of Sunil Hitech Engineers Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SUNIL HITECH ENGINEERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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, further amended by Companies (Accounting Standards) Amendment Rules,2016, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

Opinion

in our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

(i) 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 paragraphs 3 and 4 of the Order.

(ii) 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, further amended by Companies (Accounting Standards) Amendment Rules, 2016, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

(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 statement - refer Note no. 33 to the financial statements;

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

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

iv. The Company has provided requisite disclosures in the financial statements as to holding as well as dealing in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management - (Refer Note no. 45 of financial statement).

ANNEXURE A TO THE AUDITOR''S REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Standalone Financial Statements of the company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and in our opinion, we report that ;

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except location wise details of some of the movable assets shifted/transferred amongst various sites.

(b) Fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there was no material discrepancies noticed on such verification.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management. The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business and the discrepancies noticed on such physical verification between physical records and book records were not material and have been properly dealt with in the books of account.

(iii) a) The company has granted unsecured loans to three companies covered in the register maintained under section 189 of the Companies Act 2013. The maximum amount outstanding during the year is Rs. 611.54 Lacs and amount outstanding at the year end is Rs. 301.00 Lacs

b) The rate of interest charged, wherever charged, and other terms and conditions thereof are prima facie, not prejudicial to the interest of the Company.

(iv) The Company has complied with section 185 and 186 of Companies Act 2013 in respect of loans, investments, guarantees, and securities given.

(v) The Company has not accepted deposits from public. Accordingly, this clause is not applicable.

(vi) The Central Government has prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act 2013 in respect of one of the products, manufactured by the company. We have broadly reviewed the accounts and records of the company and are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

(vii) (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities during the year except income tax. Undisputed dues outstanding as at 31st March 2017, for a period of more than six months from the date they become payable are as under;

statute	particulars	Amount	Due Date	Date of payment
income tax Act, 1961	Tax Deducted at Source -Contractor, Rent, interest & Salary	1,64,73,438	07-09-2016 & 07-07-2016	Unpaid
income tax Act, 1961	Advance Tax - 1st instalment & 2nd instalment	1,75,64,553	15-06-2016 & 15-09-2016	Unpaid

(b) According to the information and explanations given to us based on the records of the company examined by us, there are no dues of income Tax, Sales tax, Service Tax, Customs duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the statute	Nature of dues	Amount* (Rs. in lacs)	period to which amount relates (Financial Year)	Forum where dispute is pending
Service Tax under Finance Act,1994 & The Central Excise Act, 1994	Service Tax (Basic & Penalty)	1,078.63	2005-06 To 2013-14	Custom, Excise, Service Tax Appellate Tribunal
The Customs Act, 1962	Custom Duty	138.17	2007-08 2008-09	Commissioner of Customs(import), Mumbai
The income-Tax Act, 1961	income Tax	283.81	2008-09, 2004-05	income Tax Appellate Tribunal Mumbai
The income-Tax Act,1961	income Tax	94.74	2008-09, 2009-10	CIT Appeals, Nagpur

(viii) The Company has not defaulted in repayment of dues to a financial institution and banks. The Company does not have any outstanding debentures during the year.

(ix) The company has not raised any money during the year by way of initial public offer and further public offer (including debt instruments) and term loans.

(x) No material fraud on or by the company has been noticed or reported during the course of our audit.

(xi) The company has complied with the provision of section 197 read with schedule V of the Companies Act for payment and provision of managerial remuneration.

(xii) The Company is not a Nidhi company.

(xiii) Transactions with the related parties are in compliance with section 177 and section 188 of the Companies Act 2013 where applicable and the details of such transactions have been disclosed in the financial statement as required by applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debenture during the year.

(xv) The Company has not entered into any non- cash transaction with directors or persons connected with him.

(xvi) The company is not required to be registered under section 45 iA of the Reserve Bank of india Act, 1934.

ANNEXURE - B TO THE AUDITORS'' REPORT

Report on the Internal Financial controls under clause (i) of subsection 3 of section 143 of the companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SUNIL HITECH ENGINEERs LIMITED ("the Company") as of 31 March 2017 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls over Financial Reporting issued by the institute of Chartered Accountants of India (''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 Companies Act, 2013.

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

For V. sankar Aiyar & Co.

Chartered Accountants

(Firm''s Registration No. 109208W)

Arvind Mohan

Place of signature: Mumbai Partner

Date: 19^th May, 2017 (Membership No. 124082)

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements - Refer Note 31 to the financial statements;

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

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

Annexure to the Independent Auditors' Report (The Annexure referred to in the para (i) under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the Members of SUNIL HITECH ENGINEERS LIMITED on the financial statements for the year ended 31 March 2015)

(i) In respect of its fixed assets:

The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except location wise details of some of the movable assets shifted/transferred amongst various sites.

(a) As explained to us, the fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification.

(ii) In respect of inventories:

(a) As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) In our opinion and according to the information and explanation given to us ,the company has maintained proper records of inventories and the discrepancies noticed on such physical verification between physical records and book records were not material and have been properly dealt with in the books of account.

(iii) (a) The company has granted secured or unsecured loans to three companies covered in the register maintained under section 189 of the Companies Act 2013.The maximum amount outstanding during the year is H618.99 Lacs and amount outstanding at the year end is H611.54 Lacs.

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

(c) There are no over due amount more than Rupees one lac.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets are for the Company's specialized requirements and similarly, certain goods sold are for the specialized requirements of the buyers and suitable alternate source are not available to obtain comparable quotations there is generally 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 & services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness during the course of Audit.

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

(vi) The Central Government has prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act 2013 in respect of one of the products, manufactured by the company. We have broadly reviewed the accounts and records of the company 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 same.

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

(a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities during the year except in case of Provident Fund, TDS and Advance tax where there are delays in depositing more than 6 months.

Period Particulars Amount Due Date Date Of Payment

July'14 TDS Rent 2,40,338 07-08-2014 30-04-2015

Aug'14 TDS Rent 5,70,489 07-09-2014 30-04-2015

Aug'14 TDS Contractor 15,00,000 07-09-2014 18-04-2015

Aug'14 TDS Contractor 9,29,305 07-09-2014 30-04-2015

Aug'14 Provident Fund 54,32,035 15-09-2014 08-04-2015

FY 2014-15 First and second instalment 3,10,29,111 15-06-2014 & Not Paid of advance tax 15-09-2015 respectively

(b) According to the information and explanations given to us based on the records of the company examined by us, there are no dues of Income Tax, Sales tax, Service Tax, Customs duty, Wealth Tax, Excise Duty, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the Statute Nature of the dues Amount* (Rs.In Lacs)

Service Tax under Service Tax 972.69 Finance Act,1994 & The (Basic & Penalty) Central Excise Act, 1994

The Chhattisgarh VAT Tax(Basic) 35.85 Value Added Tax Act, 2005

The Customs Act, 1962 Custom Duty 97.49

The Income-Tax Act, Income Tax 291.17 1961

Name of the Statute Period to which amount Forum where dispute is relates(Financial Year) pending

Service Tax under Finance Act,1994 & The Central Excise Act, 1994 The Chhattisgarh Value Added Tax Act, 2005 2005- 06 Custom, Excise, Service Tax to 2010-11 Appellate Tribunal

2006- 07 2006-07

2007- 08 2007-08 Addl. Commissioner of Commercial Tax, Raipur

The Customs Act, 1962 2007- 08 Commissioner of 2008- 09 Customs(Import), Mumbai

The Income-Tax Act, 1961 2005-06 The Commissioner of Income 2009- 10 Tax (Appeals) Mumbai 2012-13

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

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

(ix) Based on our audit procedures, information and explanations given to us, in our opinion the Company has not defaulted in repayment of dues to a financial institution and banks. The Company does not have any outstanding debentures during the year.

(x) According to the information and explanations given to us, the terms and conditions on which the company has given any guarantee for loans taken by others from bank or financial institutions are prima facie not prejudicial to the interest of the company.

(xi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the years.

For V. Sankar Aiyar & Co.

Chartered Accountants

(Firm's Registration No. 109208W)

Arvind Mohan

Place: Mumbai Partner

Date : 28th May 2015 (Membership No. 124082)

Mar 31, 2014

We have audited the accompanying financial statements of SUNIL HITECH ENGINEERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according

to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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 profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(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 Companies Act, 1956.

Annexure to the Independent Auditors'' Report

(The Annexure referred to in para 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the Members of SUNIL HITECH ENGINEERS LIMITED on the financial statements for the year ended 31 March 2014.)

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 location wise details of some of the movable assets shifted / transferred amongst various sites.

b) As explained to us, the fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. a) The Company has granted unsecured loans in the

current and earlier years to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is H 753.85 Lacs and amount outstanding at the year end is H 618.85 Lacs.

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

c) The loans granted are re-payable on demand. The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the Company, wherever stipulated.

d) There is no overdue amount in excess of H 1 Lac in respect of loans granted to companies covered under the register maintained under section 301 of the companies Act, 1956.

The Company has not granted any loan, secured or unsecured, to the firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company has not taken any loan from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the provision of clause 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. However internal control as regards to documentation of receipts and issues of raw materials and stores at project sites needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. 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 Companies Act, 1956 have been entered in the register required to be maintained under that section and such transactions exceeding H 5.00 Lacs in respect of each party have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time where such prices are available.

6. The Company has not accepted any deposit from public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

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

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess

and other material statutory dues with the appropriate authorities during the year except in case of Provident Fund, Employees State Insurance, TDS and service tax where there are delays in depositing.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March 2014 for a period of more than six months from the date they became payable.

c) On the basis of our examination of the documents and records of the Company and the information and explanations given to us, there are no dues of Income Tax, Sales tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the Statute Nature of the Amount Period to which Dues In Lacs amount relates Financial Year

Service Tax under Service Tax 1,580.12 2005-06 Finance Act,1994 & (Basic & Penalty) ** To The Central Excise Act,1944 2010-11 The Chhattisgarh Value Added VAT Tax (Basic) 35.85 2006-07 Tax Act, 2005 2007-08

The Customs Custom Duty 97.49 2007-08 Act, 1962 2008-09

Name of the Statute Forum where dispute is pending

Service Tax under Finance Act,1994 & Custom, Excise, Service Tax The Central Excise Act,1944 Appellate Tribuna

The Chhattisgarh Value Added Addl. Commissioner of Commercial Tax Act, 2005 Tax, Raipur

The Customs Act, 1962 Commissioner of Customs (Import), Mumbai

* Net of amounts paid under protest or otherwise. Amount as per demand orders including interest and penalty wherever quantified.

** Amount stayed

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

11. Based on our audit procedures, information and explanations given to us, in our opinion the Company has not defaulted in repayment of dues to financial institutions and banks. The Company does not have any outstanding debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the cash flow statement and other records examined by us and on the basis of the information and

explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. According to the information and explanations given to us, the Company had made preferential allotment of 13,50,000 equity shares to the companies covered in the register maintained under 301 of the Companies Act, 1956 at a price determined in accordance with SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 and hence not prejudicial to the interest of the Company.

19. According to the information and explanations given to us, the Company has neither outstanding debentures at the beginning of the year nor has issued any debentures during the year.

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

21. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kapoor & Parekh Associates Chartered Accountants ICAI FRN 104803W

Nilesh Parekh Partner Mumbai, 29 May 2014 Membership No. 33528

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SUNIL HITECH ENGINEERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

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 location wise details of some of the movable assets shifted / transferred amongst various sites.

b) As explained to us, the fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and going concern status of the Company is not affected

2. In respect of inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. a) In our opinion and according to the information and explanations given to us, the Company had granted unsecured loans to two companies covered under the register maintained under section 301 of the companies Act, 1956. The maximum amount outstanding during the year was Rs. 301.00 Lacs and the year end balance of loans granted to such companies was Rs. 301.00 Lacs

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

c) The loans granted are re-payable on demand The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the Company, wherever stipulated

d) There is no overdue amount in excess of Rs. 1 Lac in respect of loans granted to companies covered under the register maintained under section 301 of the companies Act, 1956

The Company has not granted any loan, secured or unsecured, to the firms or parties covered in the register maintained under section 301 of the Companies Act, 1956

The Company has not taken any loan from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the provision of clause 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. However internal control as regards to documentation of receipts and issues of raw materials and stores at project sites needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls

5. 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 Companies Act, 1956 have been entered in the register required to be maintained under that section and such transactions exceeding Rs. 5.00 Lacs in respect of each party have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time where such prices are available.

6. The Company has not accepted any deposit from public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal

7. In our opinion and according to the information and explanations given to us, the Company has an interna audit system commensurate with the size and nature of its business

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

9. According to the information and explanations given to us in respect of statutory and other dues

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year except in case of service tax where there are some delays in depositing

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March 2013 for a period of more than six months from the date they became payable except for profession tax aggregating to Rs. 0.17 Lacs

c) On the basis of our examination of the documents and records of the Company and the information and explanations given to us, there are no dues of Income Tax, Sales tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the statute Nature of the Amount* Period to which Forum where dispute is Dues (Rs. Lacs) amount relates pending (Financial Year)

Service Tax under Finance Act, 1994 & Service Tax (Basic 1,580.12 2005-06 To 2010-11 Custom, Excise, Service Tax The Central Excise Act, 1944 & Penalty) ** Appellate Tribunal

18.12 2005-06 To 2010-11 Custom, Excise, Service Tax ** Commissionerate, Nagpur

The Chhattisgarh Value Added Tax VAT Tax 35.85 2006-07 Addl.Commissioner of Act, 2005 (Basic) 2007-08 Commercial Tax, Raipur

The Customs Act, 1962 Custom 97.49 2007-08 Commissioner of Customs Duty 2008-09 (Import), Mumbai

* Net of amounts paid under protest or otherwise. Amount as per demand orders including interest and penalty wherever quantified

** Amount stayed

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

11. Based on our audit procedures, information and explanations given to us, in our opinion the Company has not defaulted in repayment of dues to financial institutions and banks. The Company does not have any outstanding debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised

17. According to the cash flow statement and other records examined by us and on the basis of the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. According to the information and explanations given to us, the Company has neither outstanding debentures at the beginning of the year nor has issued any debentures during the year.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kapoor & Parekh Associates

Chartered Accountants

ICAI FRN 104803W

N. M. Parekh

Partner

Nagpur, 30 May 2013 Membership No. 33528

Mar 31, 2012

1.We have audited the attached Balance Sheet of SUNI HITECH ENFINEERS LIMITED ("the Company") as at 31st March 2012, the Statement of Profit and Loss and also the 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 misstatement. An audit includes examining, on test basis, evidence supporting. An audit also includes assessing the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditors' Report) order, 2003. As amended by the companies (Auditors Report) (Amended) Order , 2004 (together the 'Order'), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belied 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 and proper returns adequate for the purposes of our audit have been received from the locations not visited by us.

c) The Balance Sheet, statement of profit and Loss Cash Flow Statement dealt with by this report are in agreement with the boots of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of Written representations received from the directors, as on 31st March, 2012 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274 (I)(g) of the Companies Act, 1956.

f) in our option and to the best of our information and according to the explanations given to us, the said accounts read together with 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 2012;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on the date, and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that 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 except location wise details of some of the movable assets shifted / transferred amongst various sites.

b) As explained to us, the fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. In our opinion and according to the information and explanations given to us, the Company had granted unsecured loans to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. Total amount outstanding at the year end is Rs. 301.00 Lacs and maximum amount outstanding during the year is Rs. 600.92 Lacs. In our opinion the rate of interest, wherever charged, and the other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

The loans granted are re-payable on demand. The parties have repaid the principal amount on demand and have also been regular in the payment of interest to the Company,

The Company has not granted any loan, secured or unsecured, to the firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company has not taken any loan from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the provision of clause 4(iii)(e),4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. However internal control as regards to documentation of receipt and issues of raw materials and stores at project sites needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. 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 Companies Act, 1956 have been entered in the register required to be maintained under that section and such transactions exceeding Rs 5.00 Lacs in respect of each party have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time where such prices are available.

6. The Company has not accepted any deposit from public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

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

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year except in some cases there has been delays.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable except for VAT pertaining to Tamil Nadu aggregating to Rs 14.69 Lacs.

c) On the basis of our examination of the documents and records of the Company and the information and explanations given to us, there are no dues of Income Tax, Sales tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the Nature of the Amount* Period to Forum where Statute Dues (Rs in which the dispute is Lacs) amount pending relates (financial Year)

Service Tax Service Tax 864.85 2005-06 to Custom, Excise under Finance Act, (Basic & 2007-08 Service Tax 1994 & The Central Penalty) Appellate Excise Act, 1944 Tribunal

*Net of amounts paid under protest or otherwise.

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

11. Based on our audit procedures, information and explanations given to us, in our opinion the Company has not defaulted in repayment of dues to financial institutions and banks. The Company does not have any outstanding debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/mutual benefit fund/society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the cash flow statement and other records examined by us and on the basis of the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. According to the information and explanations given to us, the Company has neither outstanding debentures at the beginning of the year nor has issued any debentures during the year.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kapoor & Parekh Associates

Chartered Accountants

[ICAI FRN 104803W]

N. M. Parekh

Partner

Nagpur, 14th August, 2012 Membership No. 33528

Mar 31, 2011

1. We have audited the attached Balance Sheet of SUNIL HITECH ENGINEERS LIMITED ("the Company") as at 31st March, 2011, the Profit and Loss Account and also the 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 misstatement. An audit includes examining, on 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. The financial statements of the Company for the year ended 31st March, 2010 were audited by other independent auditors, vide audit report dated 30th May, 2010. We have relied upon the balances of the assets and liabilities as at 31st March, 2010 being the opening balances as at 1st April, 2010 for the purposes of the financial statements for the year ended 31st March, 2011.

4. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 (together the 'Order'), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 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 together with 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, 2011;

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

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

Annexure to the Auditor's Report

(Referred to in the paragraph 4 of our report of even date to the Members of SUNIL HITECH ENGINEERS 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 except location wise details of some of the movable assets shifted / transferred amongst various sites.

b) As explained to us, the fixed assets have been physically verified by the management during the year as per the phased programme which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. In our opinion and according to the information and explanations given to us, the Company has granted unsecured loans to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. Total amount outstanding at the year end is Rs. 600.92 Lacs and maximum amount outstanding during the year is Rs. 700.93 Lacs. In our opinion the rate of interest, wherever charged, and the other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

The loans granted are re-payable on demand. The parties have repaid the principal amount on demand and have also been regular in the payment of interest to the Company,

The Company has not granted any loan, secured or unsecured, to the firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company has not taken any loan from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the provision of clause 4(iii)(e),4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. 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 Companies Act, 1956 have been entered in the register required to be maintained under that section and such transactions exceeding Rs. 5 Lacs in respect of each party have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time where such prices are available.

6. The Company has not accepted any deposit from public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of the cost records under Section 209(1) (d) of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year except in some cases there has been delays.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) On the basis of our examination of the documents and records of the Company and the information and explanations given to us, there are no dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:

Name of the Nature of the Amount* Period to which Forum where statute Dues (Rs. in Lacs ) amounts relate dispute is Pending (Assessment Year)

Finance Act, Service Tax (Basic) 47.02 2005-06 & 2006-07 Custom, Excise, 1944 & Central Service Tax

Excise & Customs, Service Tax (Penalty u/s 78) 63.28 Appellate Tribunal Service Tax Cell

Service Tax (Basic) 25.11 2006-07 Custom, Excise, Service Tax (Penalty u/s 78) 25.11 Service Tax Appellate Tribunal

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

11. Based on our audit procedures, information and explanations given to us, in our opinion the Company has not defaulted in repayment of dues to financial institutions and banks. The Company does not have any outstanding debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/mutual benefit fund/society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from a banks or financial institutions are prima facie not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the cash flow statement and other records examined by us and on the basis of the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. According to the information and explanations given to us, the Company has neither outstanding debentures at the beginning of the year nor has issued any debentures during the year.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kapoor & Parekh Associates

Chartered Accountants

[ICAI FRN 104803W]

N.M. Parekh

Partner

Nagpur, 30th August, 2011 Membership No. 33528

Mar 31, 2010

1. We have audited the attached balance sheet of, Sunil Hitech Engineers Limited as at 31st March 2010, the profit and loss account and also the Cash flow statements for the period ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4 A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Profit & Loss account and Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub- section(3C) of section 211 of Companies Act, 1956; except for AS-15 (Revised)" Employee Benefit " for compliance features of "Employee Benefits" as stated at Note No.4 (xi) below to the extent they are applicable (Non provision for leave encashment and AS-28 Impairment of Assets" (No impairment testing done)

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

Attention is invited to the following,

i) Regarding advances and receivables and provision for doubtful debts, provisions with regard to Receivables of Rs.230 lacs have not been made in the books of accounts; as a result the profit for the period has been overstated by Rs.230 lacs and Current assets (Sundry Debtors) has been overstated by the similar amount.

ii) Reference to Note on Accounts No 4 (vii). As per management estimate Provision of Rs. 25 Lakhs has been made for Leave Encashment in books of accounts. As the provision made is not as per the Accounting Standard 15 - Employee Benefit (Revised) issued by ICAI, consequential impact of the difference in amount of provision on Profit & Loss for the year is unascertainable.

f. Subject to the remark given above we report that:

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with notes thereon gives 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.

1) In the case of Balance Sheet, of the state of affairs of the company as at 31/03/2010 and,

2) In the case of the Profit and Loss Account, of the profit for the year ended on that date, and

3) In case of cash flow statement of the cash flow of the company for the year ended on that day.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

1) a) The company has maintained proper record showing full particulars including quantitative details and situation of fixed asset except for some of the assets where present location, quantitative details and accumulated depreciation are not recorded in Fixed Asset Register.

b) All the.assets have not been physically verified by the management during the period ended on 31st March 2010 but there is phased regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) During the period ended on 31st March 2010, the company has not disposed off a major part of the fixed assets

2) a) The physical verification of inventory at major sites has been

conducted during the year by the management. In our opinion the frequency of the verification is reasonable, however the satisfactory evidence of physical verification was not provided to us for the year end physical verification.

b) In our opinion & according to information and explanations given to us the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business except as already mentioned above and the procedures of identifying damaged/scrap and obsolete items of inventory along with reporting of the same were not followed to the satisfaction.

c) In our opinion and on the basis of report given by external Store Auditor, company has maintained proper records of inventory except at some sites where the inventory records were not updated properly. As informed to us, the discrepancies noticed on verification between the physical stock and the book records were not material.

3) a) The company had given unsecured loans-to one party covered in the register maintained under section 301of the Companies Act,1956. The maximum amount. involved during the year was Rs. 5.50Cr. and the year end balance of loan given to such party was Rs. Nil. The company had not taken any loan from the parties covered in the register maintained under section 301of the Companies Act, 1956.

b) In our opinion, the rate of interest and other terms and conditions of the loan given are not prima facie prejudicial to the interest of the company

c) In respect of aforesaid loan the principal and interest amount were recovered during the year and hence there is no overdue amount of loan at the end of year.

4) In our opinion and according to the information and explanation given to us, there are internal control procedures for the purchases of inventory, fixed assets and with regard to the sale of goods & services which in our opinion needs to be strengthened to commensurate with the size of the company and the nature of its business for. As informed to us the Company has initiated the steps to ensure strengthening such controls.

5) a) According to the information and explanations given to us,

we are of the opinion that the particulars of the contracts or arrangements that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 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. However during the year company has incurred expenditure more than Rs. 45.23 Lakhs (net) above Contract Revenue against contract or arrangement entered with Gangakhed Sugar & Energy Ltd.

6) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, therefore, provision of the clause of the order are not applicable to the Company.

7) In our opinion, the company has an internal audit system however it needs more improvement in some areas of its functioning considering the size and nature of business of the company. As informed to us the Company has initiated the steps to strengthening internal audit system.

8) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the Company.

9) a) According to the information and explanations given to us,

undisputed amounts payable in respect of provident fund, Investor education protection fund, employees state insurance, income tax, wealth tax, sales tax, customs duty, excise duty and cess have been generally regularly deposited with the appropriate authorities except there has been slight delay in very few cases

b) According to the records of the Company and explanation

given to us the statutory dues for the following taxes were in arrears as on 31st March 2010 for more than six months from the date they become payable.

Name of the Stature Nature of dues Amount

(Rs. in Lacs)

Karnataka Sales Tax 1.57

Sales Tax

Tamilnadu Sales Tax 3.79

Sales Tax

Name of the Stature Period to which Due Date Date of

the amount relates Payment

Karnataka 2009-10 30.09.2009 14.05.2010

Sales Tax

Tamilnadu 2008-09 30.04.2009 Not Yet Paid

Sales Tax

c) According to the information and explanation given to us, there are no dues of income tax, customs duty, wealth tax, sales tax, excise duty and cess which have not been deposited with an appropriate authorities on account of any dispute. According to the information and explanation given to us, the following dues of Service Tax have not been deposited by the Company on account of disputes:

Name of the Stature Nature of dues Amount

(Rs. in Lacs)

Finance Act, 1944 & Central

Excise & Service Tax (Basic) 47.02

Customs, Service Tax Cell Service Tax 63.28

(Penalty u/s 78)

Finance Act, 1944 & Central

Excise & Service Tax (Basic) 25.11

Customs, Service Tax Cell Service Tax 25.11

(Penalty u/s 78)

Name of the Stature Period to which Forum where

the amount relates dispute is

pending Finance Act, 1944 &

Central Excise & 2005-06 & Custom, Excise, Service

Customs, Service

Tax Cell 2006-07 Tax Appellate Tribunal

Finance Act, 1944 &

Central Excise & 2006-07 Custom, Excise, Service

Customs, Service

Tax Cell Tax Appellate Tribunal

10)In our opinion, there are no accumulated losses of the company. The company has not incurred cash losses during the period ended on 31st March2010 covered by our audit and in the immediately preceding financial period.

11)In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial. institution, bank or debenture holders.

12)We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (ix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15)In our opinion and according to the information furnished to us, the company has given following guarantees for loans taken by others from banks and financial institutions. In our opinion, the terms and conditions are not prejudicial to the interest of the company.

16)In our opinion and information and explanations given to us, term loans have been applied for, the purpose for which they

were raised.

17)According to the information and explanations given to us and on 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.

18)According to the information and explanations given to us, the company has not been made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

19)According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures hence no need to create any security.

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

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

For G.G. Randad & Co.

Chartered Accountants

(Registration No. 108623W)

G.G. Randad

Place: - Nagpur Partner

Date: - 30th May, 2010 M. No. 31266

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