Auditor Report of Ashoka Buildcon Ltd.

Mar 31, 2023

Ashoka Buildcon Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Ashoka Buildcon Limited (“the Company”), which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) ofthe Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. 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.

Emphasis of Matter

We draw attention to Note 52 to the accompanying standalone financial statements, regarding an ongoing investigation by a law enforcement agency. Pending outcome of investigation and the Company’s review of the matter, no adjustments have been made to the standalone financial statements in this regard. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Statements” section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
(a) Revenue recognition for long term construction contracts (as described in Note 01 (B) (22) and 31 of the standalone financial statements)
The Company’s significant portion of business is undertaken through long term construction contracts. Revenue from these contracts is recognized over the period of time in accordance with the requirements of Ind AS 115, Revenue from Contracts with Customers. Due to the nature of the contracts, revenue is recognised over a period of time using percentage of completion method (input method) which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs, which involves significant judgments, identification of contractual obligations and the Company’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price and recognition of the liability for loss making contracts. Accordingly, the same has been considered as a key audit matter.	• Our audit procedures included, amongst others, the following: • We read the Company''s revenue recognition accounting policies and assessed compliance with the policies in terms of Ind AS 115 • We obtained an understanding of the process, evaluated the design, and tested the operating effectiveness of the controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations through inspection of evidence of performance of these controls; • We performed tests of details, on a sample basis, and read the underlying customer contracts for terms and conditions, performed review of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs to complete and consequential determination of stage of completion, which formed the basis of revenue recognition under the input method; • We assessed the management’s evaluation process to recognize revenue over a period of time, status of completion for projects and total cost estimates;

Key audit matters	How our audit addressed the key audit matter
	• On sample basis, we evaluated contracts with including contracts with low or negative margins, contracts with significant changes in planned cost estimates, contacts with significant contract assets and contract liabilities and significant overdue net receivable positions for contracts and tested assessed these exceptions with its correlation to with the underlying contracts and relevant documents for the year indicating these exceptions including those on account of arising out of effects of the pandemic on project execution and project margins; • We assessed the presentation and disclosure requirements in compliance with Ind AS 115.
Imnairment of Company’s Interest in subsidiaries and ioint ventures (as described in Note 01 (B) (22) and Note 04 of the
Ind AS financial statements)
As per requirement of Ind AS 36 “Impairment of assets”, the management reviews at each reporting period whether there are any indicators of impairment of the investments in subsidiaries and where impairment indicators exist, the management estimates the recoverable amounts of the investments, being higher of fair value less costs of disposal and value in use. The value in use of the underlying businesses is determined based on the discounted cash flow projections. Significant judgements are required to determine the key assumptions used in the discounted cash flow models, such as revenue growth, major maintenance expenditure, discount rate, traffic growth and toll rates based on management’s view of future business prospects. Certain investments and loans are classified as held for sale in accordance with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations" and accordingly the investments and loans are measured at lower of carrying amount and fair value less costs to sell. Further, based on the impairment assessment performed by the Company, during the current year the Company has recorded reversal of impairment amounting to INR 34,915.14 lakhs (Refer Note 60 to the standalone financial statements). Accordingly, the impairment of the Company’s interest in subsidiaries and joint ventures, was determined to be a key audit matter in our audit of the standalone Ind AS financial statements.	Our audit procedures included, amongst others, the following: • We assessed the Company’s accounting policies with respect to impairment in accordance with Ind AS 36 “Impairment of assets”; • We obtained an understanding of the process, evaluated the design, and tested the operating effectiveness of the controls over the management assessment of impairment indicators of interest in subsidiaries and joint ventures and where impairment indicators exists, the control over the management estimate for the recoverability of these investments. • We performed following test of details; • We obtained management’s impairment assessment; • We assessed the assumptions around the key drivers of the cash flow forecasts including major maintenance expenditure, traffic growth, toll rates, discount rates and expected revenue growth rates based on management’s view of future business prospects including any possible impact arising out of the pandemic on these estimates; • We discussed potential changes in key drivers as compared to previous year / actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable; • We involved valuation specialist to assess the valuation methodology including the key assumptions used in the cash flow forecasts for investments; • We obtained and analysed sensitivity analysis on the assumptions used by the management. • In respect of investments which are classified as asset held for sale, we have verified the computation of fair value less costs of sell with the underlying documentation and assessed the key assumptions considered by the management. • We have read and assessed the disclosures in the financial statements is in accordance with Ind AS 36 “Impairment of assets” made in the standalone financial statements.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“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 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity 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 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended 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 standalone financial statements - Refer Note 51 to the standalone 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. a) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the Note 58 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities

identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003

sd/-

per Suresh Yadav Partner

Membership Number: 119878 UDIN: 23119878BGTCQS8547

Place of Signature: Nashik Date: May 24, 2023

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Mar 31, 2018

Independent Auditor’s Report to The Members of Ashoka Buildcon Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Ashoka Buildcon Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Ind AS, included in these standalone Ind AS financial statements, prior to giving effect to the adjustment described in Note 50 to these standalone IND AS financial statements, have been audited by the predecessor auditor who had audited the standalone financial statements for the relevant period. The report of the predecessor auditor on the comparative financial information dated May 30, 2017 expressed an unmodified opinion.

We have audited the adjustments to reflect the effects of the matters described in Note 50 to restate the financial information as at April 1, 2016 and as at and for the year ended March 31, 2017. In our opinion, such adjustments are appropriate and have been properly applied. We further state that we were not engaged to audit, review or apply any procedures to the standalone financial information of the Company either as at April 1, 2016 or as at and for the year ended March 31, 2017 other than with respect to the aforesaid adjustments and, accordingly, we do not express an opinion or review conclusion or any other form of assurance on the financial information as at April 1, 2016 and for the year ended March 31, 2017 as a whole.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, 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 with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(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 standalone Ind AS financial statements

- Refer Note 48 to the standalone Ind AS financial statements;

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

- Refer Note 47 to the standalone Ind AS financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 - Statement on matters specified in paragraphs 3 and 4 of the Companies (Auditor’s report) Order, 2016

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company except for title deed in case of two buildings (Gross Block of Rs. 151.64 Lakh, Net Block Rs. 143.77 lakh), for which transfer deed is yet to be executed in the name of the Company.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted loans to sixteen companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company’s interest.

(b) The Company has granted loans to sixteen companies covered in the register maintained under section 189 of the Companies Act, 2013. The schedule of repayment of principal and payment of interest has been stipulated for the loans granted and the repayment/receipts are regular.

(c) There are no amounts of loan granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities given in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to road and other infrastructure projects, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material Statutory dues have been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of Statute	Nature of dues	Amount (Rs. in lakhs)	Period to which the amount relates	Forum where dispute is pending
Customs Act, 1962	Custom duty	83.34	2000-01	CESTAT, Mumbai
Finance Act, 1995	Service Tax	71.06	2005-06	Supreme Court of India
State and Central Sales Tax Acts	Tax, Interest and Penalty	2,252.72	2006-07	Joint Commissioner (Appeal), Maharashtra
		20.54	2008-09	Deputy Commissioner, Chhattisgarh
		24.80	2009-10	Add. Commissioner (Appeals), Chhattisgarh

		0.32	2007-08	Asst. Commissioner, Rajasthan
		1,509.34	2012-13 and 2013-14	Senior Joint Commissioner, West Bengal
		37.14	2014-15	Commercial Taxes Tribunal, Bihar
		103.70	2013-14	Appleate Deputy Commissioner (Appeals), Chennai
		1,709.21	2014-15	West Bengal Taxation
		1,726.57	2014-15 and 2015-16	High Court, Madras
Income Tax Act, 1961	Tax, Interest and Penalty	75.61	2000-01 and 2002-03	Bombay High Court
		688.31	2002-03, 2003-04 and 2010-11	Income Tax Appellate Tribunal
		2,431.32	2010-11 and 2012-13	Commissioner of Income Tax (Appeals)

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution and bank. The Company has not taken any loan or borrowing from Government or by way of issue of debentures.

(ix) I n our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised. The Company has not raised any money by way of initial public offer / further public offer /debt instruments during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to information and explanation given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE 2 - TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ashoka Buildcon Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone financial statements 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 as specified under section 143(10) of the Companies Act, 2013, to the extent 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 with reference to these standalone financial statements 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 over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, 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 judgement, 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 internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements A company’s internal financial control over financial reporting with reference to these standalone financial statements 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 with reference to these standalone financial statements 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 With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, 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 with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements 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, adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as at March 31, 2018, 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 S R B C & CO LLP

Chartered Accountants ICAI

Firm Registration Number: 324982E/E300003

per Anil Jobanputra

Partner

Membership Number: 110759

Place of Signature: Mumbai

Date: May 29, 2018

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Mar 31, 2017

Independent Auditor’s Report to the Members of Ashoka Buildcon Limited

1. Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Ashoka Buildcon Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Standalone Ind AS Financial Statements

2.1 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with Companies (Indian Accounting Standard) Rules 2015, as amended.

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

3. Auditor’s Responsibility

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

3.2 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.

3.3 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 standalone Ind AS financial statements are free from material misstatement.

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

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 (Financial position) of the Company as at 31^st March, 2017, its profit (Financial performance),its cash flows and changes in equity for the year ended on that date.

5. 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, a statement on the matters specified in the paragraph 3 and 4 of the order is given in “Annexure A”.

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

(a) We have sought and obtained all the information and explanations which to the best ofour 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Change in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standard) Rules 2015, as amended;

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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

(iii) 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, as amended by the Companies (Audit and Auditors) Rules, 2017, in our opinion and to the best of our information and according to the explanations given to us:

(a) The Company has disclosed the impact of pending litigations in its standalone Ind AS financial statements. Refer note 47(i)(c) of standalone Ind AS financial statements.

(b) Based on the information and explanations provided to us, the company has made the required provisions towards material foreseeable losses, in respect of long term contracts. The Company did not have any derivative contracts.

(c) The company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

(d) Disclosures in respect of “Bank Deposit” made by the Company, as a part of Note no. 50 of its standalone Ind AS financial statements, as to holding as well as dealing in Specified Bank Notes (SBNs) during the period from November 8, 2016 to December 30, 2016 were in accordance with books of accounts maintained by the Company. Disclosures of “Permitted Receipts & Payments” could not be verified for want of adequate evidence necessary to support the breakup of currency notes into ‘SBN’ and ‘Other denomination’.

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

b) Pursuant to the company’s programme of verifying fixed assets in a phased manner over a period of 3 years, verification of certain items of Property, Plant and Equipment were conducted during the year. In our opinion, such programme of verification is reasonable. We are informed that no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us title deeds of immovable properties, classified as fixed assets, are in the name of the company. except for title deed in case of one Building (Gross block '' 147.24 lakh, Net block ''133.26 lakh), for which transfer deed is yet to be executed in the name of the Company.

ii) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable. We are informed that discrepancies noticed on such verification were not material as compared to the book records. The discrepancies noticed on such verification have been properly dealt with in the books of account.

iii) a) Based on the information and explanations furnished to us, we are of the opinion that the terms and conditions of unsecured loans granted to ten parties covered in the register maintained u/s 189 of the Companies Act, 2013 are prima facie not prejudicial to the interest of the company.

b) In case of the above loan, the schedule of principal repayment and interest payment (wherever applicable i.e. eight parties) has been stipulated. Since, the principal and interest are not due for repayment/payment, we are unable to comment whether receipt of principals and interest is regular.

c) Since the principal and interest are not due for repayment, we are unable to comment on this clause.

iv) According to the information and explanations given to us and on the basis of representations of the management which we have relied upon, the loans given by the company are not covered by Section 185 or Section 186 of The Companies Act, 2013 and hence, this clause is not applicable.

v) According to the information and explanations given to us, the Company has not accepted deposits from the public in terms of provisions of sections 73 to 76 of the Companies Act, 2013.

vi) According to the information and explanations given to us, pursuant to the rules prescribed by Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, we have broadly reviewed the cost records and are of the opinion that prima facie, the prescribed records have been made and maintained. However, we have not carried out a detailed examination of the same.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax, service tax, Professional tax, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments of VAT, Professional tax and Service tax in certain cases. There are no statutory dues outstanding as of March 31, 2017 for a period of more than six months. b) As at the year-end, according to the records of the Company and information and explanations given to us, disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Year	Amount (Rs, in lakh)	Particulars	Authority
2000-01	93.34	Customs	Asst. Commissioner of Customs, Mumbai
2005-06 2006-07	71.06	Service Tax	Supreme court of India
2006-07 2009-10	2,252.72	Sales Tax	Joint Commissioner (Appeal), Maharashtra
2008-09	20.54	Sales Tax	Deputy Commissioner, Chattisgarh
2009-10	24.80	Sales Tax	Add. Commissioner, (Appeals) Chattisgarh
2008-09	1.93	Sales Tax	Asst. Commissioner, Gujarat
2007-08	0.32	Sales Tax	Asst. Commissioner, Rajasthan
2011-12	1.57	Sales Tax	Joint Commissioner, Karnataka
2012-13	1,204.12	Sales Tax	Senior Joint Commissioner, West Bengal
2013-14	308.67	Sales Tax	Senior Joint Commissioner, West Bengal
2014-15	57.40	Sales Tax	Asst. Commissioner Appeal, Bihar
2013-14	108.37	Sales Tax	Asst. Commissioner, Tamilnadu

Financial Year	Amount (Rs, in lakh)	Particulars	Authority
2014-15	1,465.84	Sales Tax	Asst. Commissioner, Tamilnadu
2008-09	11.48	Income Tax	ACIT, CC-1, Nashik
2009-10	0.24	Income Tax	ACIT, CC-1, Nashik
2010-11	82.67	Income Tax	ACIT, CC-1, Nashik
2011-12	20.99	Income Tax	ACIT, CC-1, Nashik
2012-13	2,914.66	Income Tax	ACIT, CC-1, Nashik
Total	8,640.72

viii)According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to banks financial institutions and debenture holders. The Company has not borrowed any funds from Government.

ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by term loans for the purposes for which they were raised. The Company has not raised any money by way of initial public offer/further public offer (including debt instruments) during the year. Terms and conditions of utilisation of funds raised through loan from related party have not been mentioned in respective document hence, we are unable to comment on this clause.

x) According to the information and explanations given to us and on the basis of representation of the management which we have relied upon, no fraud by the Company or on the company by its officers or employees has been noticed or

reported during the year.

xi) According to the information and explanations given to us, managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii) Since the company is not a nidhi company, this clause is not applicable.

xiii)According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

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

(xv)According to the information and explanations given to us, the company has not entered into any non cash transactions with directors or persons connected with him.

(xvi)The company is not required to be registered under section 45-IAofthe Reserve Bank oflndiaAct, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ashoka Buildcon Limited (“the Company”) as of 31^st 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 (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “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”) issued by ICAI 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. 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 were established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

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

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st 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 M P Chitale & Co.

Chartered Accountants

Firm Regn No. 101851W

Sd/-

MurtuzaVajihi

Partner

ICAI M No. 112555

Place : Mumbai.

Date : May 30, 2017

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Mar 31, 2016

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

2. Management''s Responsibility for the 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.

3. Auditor''s Responsibility

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

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

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

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

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

4. 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, 2016, and its profit and its cash flows for the year ended on that date.

5. Emphasis of Matter

We invite attention to Note 27(XIII) of the financial results regarding the provision made against / write offs of the exposure of the Company in one of its associates, PNG Tollways Limited due to the termination of the service concession agreement with NHAI by the associate company. Our opinion is not modified in respect of these matters.

6. 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, a statement on the matters specified in the paragraph 3 and 4 of the order is given in Annexure A.

(ii) As required by sub- section (3) of section 143 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 written representations received from the Directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

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

(iii) 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 in its financial statements. - Refer note 27(XI) of financial statements.;

(ii) Based on the information and explanations provided to us, the company has made the required provisions towards material foreseeable losses, in respect of long term contracts.

(iii) The company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

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

b) Pursuant to the company''s programme of verifying fixed assets in a phased manner, physical verification of major fixed assets was conducted during the year. In our opinion, such programme of verification is reasonable.

- We are informed that no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us title deeds of immovable properties, classified as fixed assets, are in the name of the company, except for title deed in case of one freehold land (gross block Rs.200 lakhs, net block Rs.200 lakhs), for which transfer deed is yet to be executed in the name of the Company

ii) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable. We are informed that discrepancies noticed on such verification were not material as compared to the book records. The discrepancies noticed on such verification have been properly dealt with in the books of account.

iii) a) Based on the information and explanations furnished to us, we are of the opinion that the terms and conditions of unsecured loans granted to five parties covered in the register maintained u/s 189 of the Companies Act, 2013 are prima facie not prejudicial to the interest of the company.

b) In case of the above loan, the schedule of principal repayment and interest payment has been stipulated.

c) Since the principal and interest are not due for payment, we are unable to comment on this clause.

iv) According to the information and explanations given to us and on the basis of representations of the management which we have relied upon, the loans given by the company are not covered by Section 185 or Section 186 of The Companies Act, 2013 and hence, this clause is not applicable.

v) According to the information and explanations given to us, the Company has not accepted deposits from the public in terms of provisions of sections 73 to 76 of the Companies Act, 2013.

vi) According to the information and explanations given to us, pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, we have broadly reviewed the cost records and are of the opinion that prima facie, the prescribed records have been made and maintained by the Company.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax,, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments in case of Income Tax Deducted at Source, VAT, sales tax, works contract tax and profession tax in certain cases. There are no statutory dues that are outstanding as of March 31, 2016 for a period of more than six months.

b) As at the year-end, according to the records of the Company and information and explanations given to us, the disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Year Amount Particulars Authority (Rs.in lakhs)

2000-01 93.34 Customs Asst. Commissioner of Customs, Mumbai

2006-07 to 404.57 Labour cess Asst. Commissioner, 2009-10 Madhya Pradesh

2006-07 to 44.11 Labour cess Asst. Commissioner, 2010-11 Madhya Pradesh

2006-07 to 587.00 Labour cess Asst. Commissioner, 2010-11 Chattisgarh

2006-07,2009- 2,312.31 Sales Tax Joint Commissioner 10 and 2011- (Appeal), Maharashtra 2012

2008-09 & 40.81 Sales Tax Deputy Commissioner 2009-10 (Appeal), Chhattisgarh

2008-09 1.93 Sales Tax Asst. Commissioner, Gujarat

2007-2008 0.32 Sales Tax Asst. Commissioner, Rajasthan

2011-2012 1.57 Sales Tax Asst. Commissioner, Karnataka

2012-2013 1,204.12 Sales Tax Asst. Commissioner, West Bengal

2005-06 to 14.56 Entry Tax Asst. Commissioner, 2008-09 Rajasthan

2013-16 31.19 Entry Tax High Court -Writ petition, Bengal

2008-09 11.48 Income Tax ACIT, CC-1,Nashik

2009-10 0.24 Income Tax ACIT, CC-1,Nashik

2010-11 82.67 Income Tax ACIT, CC-1,Nashik

2011-12 20.99 Income Tax ACIT, CC-1,Nashik

2012-13 2,914.66 Income Tax ACIT, CC-1,Nashik

Total 7,765.85

viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to banks financial institutions and debenture holders. The Company has not borrowed any funds from Government.

ix) According to the information and explanations given to us, on an overall basis, funds raised by way of QIB placement were temporarily placed in current investments, pending utilisation for the stated objective, and subsequently utilised for the purpose for which they were raised. Terms and conditions of utilisation of funds raised through debt instruments & loans from related parties have not been mentioned in the respective documents and hence, we are unable to comment on this clause.

x) According to the information and explanations given to us and on the basis of representation of the management which we have relied upon, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

xi) According to the information and explanations given to us, managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii) Since the company is not a nidhi company, this clause is not applicable.

xiii)According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the requirements of Section 42 of The Companies Act, 2013 have been prima facie complied in respect of shares allotted to Qualified Institutional Buyers. The funds so raised were temporarily placed in current investments, pending utilisation for the stated objective, and subsequently utilised for the purpose for which they were raised.

(xv) The company has not entered into any non cash transactions 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.

for M P Chitale & Co

Chartered Accountants

Firm Regn No. 101851W

Ashutosh Pednekar

Partner

ICAI M No. 041037

Place : Mumbai.

Date :May 20, 2016

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Mar 31, 2016

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

2. Management''s Responsibility for the 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.

3. Auditor''s Responsibility

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

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

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

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

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

4. 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, 2016, and its profit and its cash flows for the year ended on that date.

5. Emphasis of Matter

We invite attention to Note 27(XIII) of the financial results regarding the provision made against / write offs of the exposure of the Company in one of its associates, PNG Tollways Limited due to the termination of the service concession agreement with NHAI by the associate company. Our opinion is not modified in respect of these matters.

6. 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, a statement on the matters specified in the paragraph 3 and 4 of the order is given in Annexure A.

(ii) As required by sub- section (3) of section 143 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 written representations received from the Directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

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

(iii) 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 in its financial statements. - Refer note 27(XI) of financial statements.;

(ii) Based on the information and explanations provided to us, the company has made the required provisions towards material foreseeable losses, in respect of long term contracts.

(iii) The company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

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

b) Pursuant to the company''s programme of verifying fixed assets in a phased manner, physical verification of major fixed assets was conducted during the year. In our opinion, such programme of verification is reasonable.

- We are informed that no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us title deeds of immovable properties, classified as fixed assets, are in the name of the company, except for title deed in case of one freehold land (gross block Rs.200 lakhs, net block Rs.200 lakhs), for which transfer deed is yet to be executed in the name of the Company

ii) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable. We are informed that discrepancies noticed on such verification were not material as compared to the book records. The discrepancies noticed on such verification have been properly dealt with in the books of account.

iii) a) Based on the information and explanations furnished to us, we are of the opinion that the terms and conditions of unsecured loans granted to five parties covered in the register maintained u/s 189 of the Companies Act, 2013 are prima facie not prejudicial to the interest of the company.

b) In case of the above loan, the schedule of principal repayment and interest payment has been stipulated.

c) Since the principal and interest are not due for payment, we are unable to comment on this clause.

iv) According to the information and explanations given to us and on the basis of representations of the management which we have relied upon, the loans given by the company are not covered by Section 185 or Section 186 of The Companies Act, 2013 and hence, this clause is not applicable.

v) According to the information and explanations given to us, the Company has not accepted deposits from the public in terms of provisions of sections 73 to 76 of the Companies Act, 2013.

vi) According to the information and explanations given to us, pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, we have broadly reviewed the cost records and are of the opinion that prima facie, the prescribed records have been made and maintained by the Company.

vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax,, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments in case of Income Tax Deducted at Source, VAT, sales tax, works contract tax and profession tax in certain cases. There are no statutory dues that are outstanding as of March 31, 2016 for a period of more than six months.

b) As at the year-end, according to the records of the Company and information and explanations given to us, the disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Year Amount Particulars Authority (Rs.in lakhs)

2000-01 93.34 Customs Asst. Commissioner of Customs, Mumbai

2006-07 to 404.57 Labour cess Asst. Commissioner, 2009-10 Madhya Pradesh

2006-07 to 44.11 Labour cess Asst. Commissioner, 2010-11 Madhya Pradesh

2006-07 to 587.00 Labour cess Asst. Commissioner, 2010-11 Chattisgarh

2006-07,2009- 2,312.31 Sales Tax Joint Commissioner 10 and 2011- (Appeal), Maharashtra 2012

2008-09 & 40.81 Sales Tax Deputy Commissioner 2009-10 (Appeal), Chhattisgarh

2008-09 1.93 Sales Tax Asst. Commissioner, Gujarat

2007-2008 0.32 Sales Tax Asst. Commissioner, Rajasthan

2011-2012 1.57 Sales Tax Asst. Commissioner, Karnataka

2012-2013 1,204.12 Sales Tax Asst. Commissioner, West Bengal

2005-06 to 14.56 Entry Tax Asst. Commissioner, 2008-09 Rajasthan

2013-16 31.19 Entry Tax High Court -Writ petition, Bengal

2008-09 11.48 Income Tax ACIT, CC-1,Nashik

2009-10 0.24 Income Tax ACIT, CC-1,Nashik

2010-11 82.67 Income Tax ACIT, CC-1,Nashik

2011-12 20.99 Income Tax ACIT, CC-1,Nashik

2012-13 2,914.66 Income Tax ACIT, CC-1,Nashik

Total 7,765.85

viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to banks financial institutions and debenture holders. The Company has not borrowed any funds from Government.

ix) According to the information and explanations given to us, on an overall basis, funds raised by way of QIB placement were temporarily placed in current investments, pending utilisation for the stated objective, and subsequently utilised for the purpose for which they were raised. Terms and conditions of utilisation of funds raised through debt instruments & loans from related parties have not been mentioned in the respective documents and hence, we are unable to comment on this clause.

x) According to the information and explanations given to us and on the basis of representation of the management which we have relied upon, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

xi) According to the information and explanations given to us, managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii) Since the company is not a nidhi company, this clause is not applicable.

xiii)According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the requirements of Section 42 of The Companies Act, 2013 have been prima facie complied in respect of shares allotted to Qualified Institutional Buyers. The funds so raised were temporarily placed in current investments, pending utilisation for the stated objective, and subsequently utilised for the purpose for which they were raised.

(xv) The company has not entered into any non cash transactions 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.

for M P Chitale & Co

Chartered Accountants

Firm Regn No. 101851W

Ashutosh Pednekar

Partner

ICAI M No. 041037

Place : Mumbai.

Date :May 20, 2016

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Mar 31, 2015

We have audited the accompanying financial statements of Ashoka Buildcon Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information hereafter referred to as financial statements.

2. Management''s responsibility for the 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.

3. Auditor''s Responsibility

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

3.2 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.

3.3 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.

3.4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on whether the Company has in place an adequate internal financial control systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

4. 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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, we report that:

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

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

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, aforesaid financial statements comply with the Accounting Standards referred to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

6. 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 in its financial statements. - Refer note 27(IX) of financial statements.

(ii) The Company does not have any long term contracts. Based on the information & explanations provided to us, the Company was not required to make any provisions for material foreseeable losses, in respect of the forward contracts, entered into.

(iii) The Company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

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



ANNEXURE TO THE INDEPEDENT AUDITORS'' REPORT (Referred to in Paragraph 7 of our Report of even date)

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

(b) The company has a three year cycle to physically verify the fixed assets. As per this cycle no verification was due during the year. Accordingly, the company has not physically verified its fixed assets during the year.

2. (a) Inventories have been physically verified by the Management at regular intervals. In our opinion, the frequency of such verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the company maintains proper records of inventory. We have been informed that no material discrepancies were noticed on physical verification of inventories.

3. (a) The company has granted unsecured loans to the parties covered in the register maintained u/s 189 of the Companies Act, 2013. Based on the information and explanations furnished to us, we are of the opinion that prima facie receipt of principal and interest, wherever applicable, are regular.

(b) In view of the above, the question of the amounts being overdue do not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

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

6. We have reviewed the cost compliance certificate of the company, and are of the opinion that prima facie, the cost records pursuant to Rule 5 of the Companies (Cost Records and Audit) Rules 2014 have been made and maintained. However, we did not conduct a detailed examination ofthe records.

7. (a) According to the information and explanations given to us and on the basis of books and records produced and examined by us, undisputed statutory dues have generally been regularly deposited with the appropriate authorities. There are no statutory dues that are outstanding as of March 31, 2015 for a period of more than six months.

(b) As at the year-end, according to the records of the Company and information and explanations given to us, the disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Amount Particulars Authority Year (Rs. in lakhs)

2000-01 93.34 Customs Asst. Commissioner of Customs, Mumbai

2006-07 to 404.57 Labour Cess Labour Commissioner, 2009- 10 Madhya Pradesh

2006-07 to 44.11 Labour Cess Labour Commissioner, 2010- 2011 Madhya Pradesh

2006-07 to 587.00 Labour Cess Labour Commissioner, 2010-2011 Chattisgarh

2007-08 59.01 Service Tax Addl. Commissioner of Service Tax, Nasik

2005- 06 to 71.11 Service Tax Addl. Commissioner 2006- 07 (Central Customs, Excise & Service Tax), Nasik

2006-07 & 2252.60 Sales Tax Joint Commissioner 2009- 10 (Appeal),Maharashtra

2014-15 8.47 Sales Tax Deputy Commissioner (Appeal), Tamilnadu

2010- 11 82.24 Sales Tax Joint Commissioner, Bengal

2009-10 22.32 Sales Tax Deputy Commissioner (Appeal), Chhattisgarh

2008- 09 2.18 Sales Tax Deputy Commissioner (Appeal), Gujarat

2013-15 25.87 Entry Tax High Court-Writ Petition

2003-04 358.80 Income Tax DCIT, Nashik

2011- 12 20.99 Income Tax DCIT,Nashik

Total 4,032.61

(c) During the year there is no amount that was required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and the Rules made there under.

8. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

9. As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks/ financial institutions or debenture holders.

10. According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or financial institutions in the earlier years, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

11. Based on the information and explanations given to us, we find that the Company has utilized the term loans for the purpose they were obtained.

12. 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 year.

For M P Chitale & Co. Chartered Accountants ICAI FR No. 101851W

Murtuza Vajihi Place: Mumbai Partner Date : May 13, 2015 ICAI M No. 112555

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Mar 31, 2013

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

Management''s responsibility for the Financial Statements

2. 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.

Auditor''s Responsibility

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

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

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

Opinion

6. 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:

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

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

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

Emphasis of Matter

7. Without qualifying our audit opinion, we invite attention to note no.15 (a) on exceptional items regarding impairment of the Right to Collect Toll of a BOT projects aggregating to Rs. 1,568.85 lakhs.

Report on Other Legal and Regulatory Requirements

8. As required by section 227(3) of the Companies Act 1956, 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 ofProfit and Loss, and Cash Flow Statement complies with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

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

(b) Pursuant to the company''s programme of verifying fixed assets once in three years, the Company has conducted physical verification of fixed assets during the year. In our opinion, such programme of verification is reasonable. As per the information and explanations made available to us, no material discrepancies were noticed on verification.

(c) Based on our examination of the records of the company, we find that no substantial part of the fixed assets affecting the going concern have been disposed off during the year.

(ii) (a) Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company maintains proper records of inventory. The process of inventory recording, however, needs to be strengthened. Discrepancies noticed on physical verification were not material and the same have been dealt with properly in the books of accounts.

(iii) (a) The Company has taken / granted unsecured loans, in the earlier years as well as in F.Y. 2012-13, to/from companies/ firms or other parties covered in the register maintained under Section 301of the Act. Details are as under:

Loans taken

Name of the Entity Maximum Year-end Amount of Balance Loan (Rs. in lakhs) (Rs. in lakhs)

Interest Bearing

Abhijeet Ashoka Infrastructure Pvt.Ltd. 2,602.00 2,602.00

Name of the Entity

Non-Interest Bearing

Ashoka Belgaum Dharwad Toll way Ltd. 753.16 NIL

Ashoka Dhankuni Khargpur Tollways Ltd. 16,441.50 5,157.23

Ashoka DSC Katni 647.39 NIL

Bye-pass Road Ltd.

Ashoka Highways (Bhandara) Ltd. 6,201.28 1,410.10

Ashoka Highways (Durg) Ltd. 4,274.94 2,400.00

Ashoka Precon Pvt. Ltd. 218.50 218.50

Ashoka Sambalpur Baragarh Tollway Ltd. 1,036.42 NIL

Ashoka Technologies Pvt.Ltd. 41.51 14.01

Jaora Nayagaon Toll Road Co.Pvt.Ltd 2,000.00 2,000.00

PNG Tollway Limited 4,396.60 4,396.60

Viva Highways Ltd. 1,600.00 76.80

Viva Infrastructure Ltd. 1,200.59 769.59

Ashoka InfTastructure Ltd. 3,405.02 912.75

Ashoka DSC Katni 647.38 NIL Bye-pass Road Ltd.

Interest Bearing

Ashoka DSC Katni 802.271 189.51 Bye-pass Road Ltd.

Ashoka Infraways Ltd. 2,111.57 1,449.77

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which the unsecured loans have been taken/granted are prima facie not prejudicial to the interests of the company. Since the Company has not entered into formal agreements for loans, we are not in a position to comment whether the rate of interest of loans granted/taken and other terms and conditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

(c) &(d) Since the repayment schedule for such loans is not stipulated, we are unable to comment on the regularity of receipt/ repayment of principal and interest payment as well as the adequacy of steps taken to recover the amount.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are transactions where the company has availed as well as rendered construction services and also transactions of purchase and sale of goods in excess of Rs. 5 lakhs with some parties / companies listed in the register maintained under section 301. In respect of construction services, we are informed that these are skilled services for which alternative sources of supply are not readily available. Similarly in case of purchase and sales goods, we are informed that these are specialized items for which alternative sources of supply are not readily available; as such comparison of prices could not be made.

(vi) The Company has not accepted deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

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

(viii) We have broadly reviewed the cost records maintained by the Company relating to Construction/BOT/manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness as the Company is in the process of obtaining the compliance report of the cost accountant.

(ix) (a) Undisputed statutory dues including Provident Fund, Income tax and Service tax, Works Contract Tax, Profession Tax & Employers contribution to ESIC (ESIC) have been generally regularly deposited in many cases with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on March 31, 2013 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Year Amount Particulars Authority (Rs. in lakhs)

2000-01 93.34 Customs Asst. Commissioner of Customs, Mumbai

2006-07 to 2009-10 404.57 Labour Cess Asst. Labour Commissioner, Madhya Pradesh

2006-07 to 2010-2011 44.11 Labour Cess Asst. Labour Commissioner, Madhya Pradesh

2006-07 to 2010-2011 587.00 Labour Cess Asst. Labour Commissioner, Chattisgarh

2007-08 59.01 Service Tax Addl. Commissioner of Service Tax, Nasik

2005-06 to 2006-07 71.11 Service Tax Addl. Commissioner (Central Customs, Excise & Service Tax), Nasik

Total 1,259.14

(x) The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

(xi) As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues loans to banks or financial institutions.

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

(xiii) The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) ofParagraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in investments.

(xv) According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or financial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow of the Company, the Company has not used the short term loans for long term investments.

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

(xix) The Company has not issued any debentures.

(xx) The company has not raised any money through a public issue during the year.

(xxi) Based on information and explanations furnished by the management, no frauds on or by the company were noticed or reported during the year.

For M P Chitale & Co.

Chartered Accountants

ICAI FR No. 101851W

Murtuza Vajihi

Partner

ICAI M No. 112555

Place: Mumbai,

Date : May 10, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Ashoka Buildcon Limited as at March 31, 2012 and the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date all of which we have signed under reference to this report. These fnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and Significant estimates made by management, as well as evaluating the overall presentation of the fnancial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by 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 annex hereto a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. 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, the Company has kept proper books of account as required by law so far as appears from our examination of the books.

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

(d) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement read with the Notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

(e) On the basis of written representations from the Directors, taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2012 from being appointed as a director u/s 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 Balance Sheet, the Profit & Loss Account and the Cash Flow Statement read with the Notes thereon give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view: -

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

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

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

Annexure referred to in Paragraph 4 of our Report of even date

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

(b) Pursuant to the company's programme of verifying fixed assets once in three years, the Company has conducted physical verifcation of fixed assets during the year. In our opinion, such programme of verifcation is reasonable. As per the information and explanations made available to us, no material discrepancies were noticed on verifcation.

(c) Based on our examination of the records of the company, we fnd that no substantial part of the fixed assets affecting the going concern have been disposed off during the year..

(ii) (a) Inventories have been physically verifed by the Management during the year. In our opinion, the frequency of such verifcation is reasonable.

(b) In our opinion, the procedure of physical verifcation of inventories followed by th e management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company maintains proper records of inventory. The process of inventory recording, however, needs to be strengthened. Discrepancies noticed on physical verifcation were not material and the same have been dealt with properly in the books of accounts.

(iii) (a) The Company has taken / granted unsecured loans, in the earlier years as well as in F.Y. 2011-12, to/ from companies/ frms or other parties covered in the register maintained under Section 301 of the Act. Details are as under:

Loans taken Name of the Entity Maximum Year-end Amount of Balance Loan (Rs. in (Rs. in lakhs ) lakhs )

Interest Bearing

Viva Highways Pvt. Ltd. 1678.56 1235.15

Jayaswals Ashoka 2,361.45 2,361.45 Infrastructure Pvt. Ltd

Ashoka Highway Ad 94.57 Nil

Ashoka Infraways Pvt. Ltd. 2,505.20 1,875.01

Loans Granted

Maximum Year-end Name of the Entity Amount of Loan Balance

(Rs. in lakhs ) (Rs. in lakhs )

Non-Interest Bearing

Ashoka Infrastructure Ltd. 3564.41 3325.51

Viva Infrastructure Pvt. Ltd. 3360.12 3360.12

Ashoka Highways (Bhandara)

5,945.14 5,231.28 Ltd.

Ashoka Highways (Durg) Ltd. 4,257.94 3934.94

Ashoka Technologies Pvt. Ltd. 28.01 18.01

Ashoka Construwell Pvt. Ltd. 29.18 28.78

Ashoka Precon Pvt. Ltd. 30.00 30.00

Ashoka DSC Katni Bye-pass 2,195.85 647.38 Road Pvt. Ltd.

Ashoka Dhankuni Khargpur 6,887.00 6,887.00

Tolways Ltd.

PNG Tollway Limited 1300.00 1300.00

Jaora Nayagaon Toll Road Co. 613.60 613.60 Pvt. Ltd

Interest Bearing

Ashoka DSC Katni Bye-pass 424.96 424.96

Road Pvt. Ltd. – Loan

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which the unsecured loans have been taken are prima facie not prejudicial to the interests of the company. Since the Company has not entered into formal agreements for loans, we are not in a position to comment whether the rate of interest of loans granted and other terms and c onditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

(c) & (d) Since the repayment schedule for such loans is not stipulated, we are unable to comment on the regularity of receipt/repayment of principal and interest payment as well as the adequacy of steps taken to recover the amount.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are transactions where the company has availed as well as rendered construction services and also transactions of purchase and sale of goods in excess of Rs. 5 lakhs with some parties / companies listed in the register maintained under section 301. In respect of construction services, we are informed that these are skilled services for which alternative sources of supply are not readily available. Similarly in case of purchase and sales goods, we are informed that these are specialized items for which alternative sources of supply are not readily available; as such comparison of prices could not be made.

(vi) The Company has not accepted deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

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

(viii)We have broadly reviewed the cost records maintained by the Company relating to Construction/BOT/manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness as the Company is in the process of obtaining the compliance report of the cost accountant.

(ix) (a) Undisputed statutory dues including Provident Fund, Income tax and Service tax, Works Contract Tax & Employers contribution to ESIC (ESIC) have been generally regularly deposited in many cases with the appropriate authorities except that there have been delays in payments of Works Contract Tax Act in few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Amount Particulars Authority Year (Rs. In lacs)

2000-01 93.34 Customs Asst. Commissioner of Customs, Mumbai

2007-08 105.00 Customs Commissioner of Customs, Mumbai

2006-07 to 404.57 Labour Cess Asst.Labour 2009-10 Commissioner, Madhya Pradesh

2006-07 to 44.11 Labour Cess Asst. Labour 2010-2011 Commissioner, Madhya Pradesh

2006-07 to 587.00 Labour Cess Asst. Labour 2010-2011 Commissioner, Chattisgarh

2007.08 59.01 Service Tax Addl. Commissioner of Service Tax, Nasik

2005-06 to 71.11 Service Tax Addl. 2006-07 Commissioner (Central Customs, Excise & Service Tax), Nasik

2011-12 91.56 Sales Tax Commercial Tax, Odissa

Total 1455.69

(x) The Company has no accumulated losses as at the fnancial year end. There were no cash losses incurred in the fnancial year or the previous fnancial year.

(xi) As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues loans to banks or fnancial institutions.

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

(xiii)The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specifed under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in investments.

(xv) According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or fnancial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima- facie prejudicial to the interest of the Company.

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

(xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash fow of the Company, the Company has not used the short term loans for long term investments.

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

(xix) The Company has not issued any debentures.

(xx) The company has not raised any money through a public issue during the year.

(xxi) Based on information and explanations furnished by the management, no frauds on or by the company were noticed or reported during the year.

for M P Chitale & Co. Chartered Accountants ICAI FR No.101851W

Murtuza Vajihi

Partner

ICAI M. No. 112555

Mumbai, May 18, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Ashoka Buildcon Limited as at March 31, 2011 and the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date all of which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by 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 annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. 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, the Company has kept proper books of account as required by law so far as appears from our examination of the books.

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

(d) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement read with the Notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

(e) On the basis of written representations from the Directors, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director u/s 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 Balance Sheet, the Profit & Loss Account and the Cash Flow Statement read with the Notes thereon give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view: -

Rs in case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011

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

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

Annexure referred to in Paragraph 4 of our Report of even date

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

(b) Pursuant to the company's programme of verifying fixed assets once in three years, the Company has conducted physical verification of fixed assets during the year. In our opinion, such programme of verification is reasonable. As per the information and explanations made available to us, we observed that no material discrepancies were noticed on verification.

(c) Based on our examination of the records of the company, we find that no substantial part of the fixed assets has been disposed off during the year.

(ii) (a) Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company maintains proper records of inventory. Discrepancies noticed on physical verification were not material and the same have been dealt with properly in the books of accounts.

(iii) (a) The Company has taken / granted unsecured loans to companies/ firms or other parties covered in the register maintained under Section 301 of the Act. Details are as under:

Loans taken

Name of the Entity Maximum Amount of Loan

(Rs. in lakhs)

Interest Bearing -

Viva Highways Pvt. Ltd. 3,242.64

feswals Ashoka Infrastructure Pvt. Ltd 2.143.13

Ashoka Highway Ad 151.52 Ashoka DSC Katni Bye-pass Road Pvt. Ltd. 252.25

Ashoka Infraways Pvt. Ltd. 4,364.68

Name of the Entity Maximum Amount of Loan (Rs. in lakhs )

Non Interest Bearing Viva Highways Pvt. Ltd. 439.90

Of the above, amounts aggregating Rs. 6,308.06 lakhs of four parties are outstanding as on March 31, 2011.

Loans Granted

Name of the Entity Maximum Amount of Loan ( Rs. in lakhs )

Non-Interest Bearing -

Ashoka Infrastructure Ltd. 3,511.09

Viva Infrastructure Pvt. Ltd. 3379.12

Ashoka Highways (Bhandara) Ltd. 10996.18

Ashoka Highways (Durg) Ltd. 3,934.94

Ashoka Technologies Pvt. Ltd. 8.76

Ashoka Construwell Pvt. Ltd. 29.18

Ashoka Pre-Con Pvt. Ltd. 25.00

Ashoka-DSC Katni Bypass Road Pvt. Ltd. 2,195.85

Of the above, amounts aggregating Rs. 15,570.78 lakhs of five parties are outstanding as on March 31, 2011.

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which the unsecured loans have been taken are prima facie not prejudicial to the interests of the company. Since the Company has not entered into formal agreements for loans, we are not in a position to comment whether the rate of interest of loans granted and other terms and conditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

(c) & (d)Since the repayment schedule for such loans is not stipulated, we are unable to comment on the regularity of receipt/repayment of principal and interest payment as well as the adequacy of steps taken to recover the amount.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

(v) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are transactions where the company has availed as well as rendered construction services and also transactions of purchase and sale of goods in excess of Rs. 5 lakhs with some parties / companies listed in the register maintained under section 301. In respect of construction services, we are informed that these are skilled services for which alternative sources of supply are not readily available. Similarly in case of purchases and sales of goods, we are informed that these are specialized items for which alternative sources of supply are not readily available; as such comparison of prices could not be made.

(vi) The Company has not accepted deposits from public. Consequently the directives issued by Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(vii) The Company has an internal audit system which needs a scope enhancement to be commensuratewith the size and nature of its business.

(viii) According to the information and explanations given to us by the management, the Company is not required to maintain any cost records for its product/ services prescribed by the Central Government under section 209(1)(d)

(ix) (a) Undisputed statutory dues including Provident Fund, Income tax and Service tax have been generally regularly deposited in many cases with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2011 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

Financial Year Amount Particulars Authority (Rs. In lacs)

2000-01 93.34 Customs Commissioner of Customs, Mumbai

2007-08 105.00 Customs Commissioner of Customs, Mumbai

2006-07 to 2009-10 404.57 Labour Cess Asst. Labour Commissioner, Madhya Pradesh

2006-07 to 2010-2011 44.11 Labour Cess Asst. Labour Commissioner, Madhya Pradesh

2006-07 to 2010-2011 587.00 Labour Cess Asst. Labour Commissioner, Chattisgarh Total 1,234.02

(x) The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

(xi) As per the books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues loans to banks or financial institutions.

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

(xiii) The Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause

(xiii) of Paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in investments.

(xv) According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or financial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interest of the Company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow of the Company, the Company has not used the short term loans for long term investments.

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

(xix) The Company has not issued any debentures.

(xx) The company has disclosed end use of money raised through a public issue during the year along with the amount of unutilised funds, which has been verified by us

(xxi) Based on information and explanations furnished by the management, no frauds on or by the company were noticed or reported during the year.

for M P Chitale & Co.

Chartered Accountants

ICAI FR No.101851W

Murtuza Vajihi

Partner

ICAI M. No. 112555

Mumbai, May 10, 2011