Auditor Report of C & C Constructions Ltd.

Jun 30, 2015

We have audited the accompanying financial statements of C&C Constructions Limited (the Company), which comprise the Balance Sheet as at June 30, 2015, 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

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

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these 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 have conducted the audit in accordance with the Standards on Auditing specified under sub-section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 30th June, 2015 and its loss and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 30th June, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note. 32 to the financial statements:

ii. The Company has a process whereby periodically all long term contracts [including derivatives contracts] are assessed for material foreseeable losses. At the year end, the company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts[including derivative contracts] has been made in the books of accounts.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under the heading 'Report on Other Legal and Regulatory Requirements' of our Report of even date on the financial statements for the year ended on June 30th, 2015 of C&C Constructions Limited.)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies with respect to book records were noticed on such verification.

(ii) (a) As explained to us, physical verification of inventory except material in transit has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of examination of records of the inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

(iii) (a) The Company has granted unsecured loans to Companies, firms and other parties covered in the register maintained under section189 of the Companies Act, 2013;

(b) There is no stipulation with regard to rate of interest and the amount is repayable on demand, hence, no regular repayment of loan has been made.

(c) Since the amount is payable on demand, no amount is still overdue.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public under the provisions of sections 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of Cost Records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with the view to determine whether they are accurate or complete.

(vii) In respect of statutory dues :

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, duty of Customs, duty of Excise, Value Added Tax, Cess, Investor Education and Protection Fund, Income-Tax, Cess and other statutory dues have been deposited regularly with the appropriate authority during the year though there has been delay in few cases. According to the information and explanations given to us, undisputed amounts payable in respect of the aforesaid dues were outstanding as on 30th June 2015 for a period of more than six months from the date they became payable as under:

Name of Authority Amount (Rs. in lacs)

TDS 701.84

Provident Fund 288.16

VAT/WCT 304.03

Labour Cess 170.64

Dividend Tax 113.59

(b) According to information and explanations given to us, the particulars of dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax or Cess and other statutory dues as on 30th June, 2015, which have not been deposited on account of disputes pending are as under:

Name Nature Amount Period To of The of The (Rs. in lacs) Which The Statute Disputed Amount Dues Relates

Income Demand 113.46 AY- 2011-12 Tax Act against short (Amount deduction/ deposited short ' NIL) payment other than salary

Income Demand 17.00 AY- 2011-12 Tax Act against short (Amount deduction/ deposited short payment ' NIL) salary

Income Demand 67.40 AY- 2012-13 Tax Act against short (Amount deduction/ deposited short payment ' NIL) salary



Income Demand 291.24 AY- 2012-13 Tax Act against short (Amount deduction/ deposited short payment ' NIL) other than salary

Income Demand 0.03 AY- 2012-13 Tax Act against short (Amount deduction/ deposited short payment ' NIL) other than salary

Income Demand 36.96 AY- 2013-14 Tax Act against short (Amount deduction/ deposited short payment ' NIL) salary

Name Forum of The Where Statute Dispute is Pending

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali,

Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Name Nature Amount Period To of The of The (Rs. in lacs) Which The Statute Disputed Amount Dues Relates

Income Demand 1.23 A.Y. 2014-15 Tax Act against short (Amount deduction/ deposited short payment ' NIL) other than salary

Income Demand 31.21 AY- 2014-15 Tax Act against short (Amount deduction/ deposited short payment ' 1.47) salary

Income Demand 0.92 AY- 2015-16 Tax Act against short (Amount deduction/ deposited short payment ' 28.23) other than salary

Income Short interest 34.24 AY- 2009-10 Tax Act charged u/s (Amount 234B Appeal deposited filed to CIT ' NIL) (Appeal) Dated:08.01.2014

Income Excess interest 28.23 AY- 2008-09 Tax Act refund u/s (Amount 244A Appeal deposited filed to CIT ' NIL) (Appeal) Dated:08.01.2014

Income Excess interest 1.47 AY- 2006-07 Tax Act refund u/s (Amount 244A Appeal deposited filed to CIT ' NIL) (Appeal) Dated:08.01.2014

U.P Trade Demand 35.26 F.Y-2002-03 Tax Act against (Amount material deposited purchased '12.34 lacs) against 'C' form

Punjab Value Non- 16.94 F.Y-2007-08 Added production of (Amount Tax Act sufficient deposited documents ' NIL) of High Sea Sales

Service Tax Penalties for 886.74 F.Y.- 2011-14 failure to make (Amount payment of deposited Service Tax ' NIL)

Income Demand 121.79 AY- 2013-14 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS other than salary

Name Forum of The Where Statute Dispute is Pending

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income CIT(Appeals), Tax Act Central, Gurgaon.

Income CIT(Appeals), Tax Act Central, Gurgaon.

Income CIT(Appeals), Tax Act Central, Gurgaon.

U.P Trade Joint Commissioner Tax Act (Appeals) Noida, UP

Punjab Value Asst. Excise and Added Taxation Tax Act Commissioner, Information Collection Centre, Shambhu (Import) Patiala-Punjab

Service Tax Appeal against CESTAT is still under process

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Disputed Demands of Joint Ventures (Applicable share):

Name Nature Amount Period To of The of The (Rs. in lacs) Which The Statute Disputed Amount Dues Relates

Income Demand 1.21 AY- 2012-13 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on salary

Income Demand 1.66 AY-2012-13 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on other than salary

Income Demand 1.46 AY- 2013-14 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on salary

Income Demand 16.80 AY- 2013-14 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on other than salary

Income Demand 2.59 AY- 2014-15 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on salary

Income Demand 17.11 AY- 2014-15 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on other than salary

Income Demand 0.67 AY- 2015-16 Tax Act against short (Amount deduction/ deposited short payment ' NIL) of TDS on other than salary

Income Disallowance of 274.76 AY- 2004-05 Tax Act Additional (Amount Depreciation deposited Rs. 274.76)

Income Disallowance of 1.59 AY - 2005-06 Tax Act Additional (Amount Depreciation deposited Rs. NIL)

Income Disallowance of 242.51 AY - 2006-07 Tax Act Additional (Amount Depreciation deposited ' 242.51)

Name Forum of The Where Statute Dispute is Pending

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income Deputy Tax Act Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P)

Income High Court of Tax Act Delhi, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Name Nature Amount Period To of The of The (Rs. in lacs) Which The Statute Disputed Amount Dues Relates

Income Disallowance of 439.48 AY - 2007-08 Tax Act Additional (Amount Depreciation deposited Rs. 439.48)

Income Disallowance of 123.13 AY - 2008-09 Tax Act Additional (Amount Depreciation deposited Rs. 123.13)

Income Disallowance of 309.81 AY - 2009-10 Tax Act Additional (Amount Depreciation deposited Rs. 309.81)

Income Disallowance of 265.33 AY - 2010-11 Tax Act Additional (Amount Depreciation deposited Rs. NIL)

Income Disallowance of 19.71 AY - 2011-12 Tax Act Additional (Amount Depreciation deposited Rs. NIL)

Income Disallowance of 216.90 AY - 2012-13 Tax Act Additional (Amount Depreciation deposited Rs. NIL)

Rajasthan Penalty against 8.60 FY 2005-2006 Value Added tax (Amount Tax Act deposited Rs. 1.33)



Name Forum of The Where Statute Dispute is Pending

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Income CIT(Appeals) - Tax Act XXVIII, New Delhi

Rajasthan Joint Value Added Commissioner Tax Act (Appeal), Jaipur, Rajasthan

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amount required to be transferred to Investor, Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 [1 of 1956] and rules made thereunder has been transferred to such fund within time.

(viii) The company has accumulated losses amounting to Rs. 30518.27 Lacs at the end of the financial year and it hasincurred cash losses amounting to Rs. 13393.33 Lacs in the current financial year covered by our audit and Rs. 1932.66 Lacs in the financial year immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, the company has defaulted in repayment of dues to financial institutions or banks as at the balance sheet date as under:

(a) The company has defaulted in the repayment of Secured Term Loan in Principal and Interest from Banks under CDR Scheme as detailed below:

FITL (Amount in Rs.)

Name of Financer Principal verdue Interest

State Bank of India 48209250.01 50027116.60

State Bank of Hyderabad - 824581.00

Indusind Bank - 1138874.00

ICICI Bank - 234663.00

Axis Bank - 2066651.00

Oriental Bank of Commerce 7128750.00 8004894.30

Central Bank of India 11550000.00 16315141.87

IDBI - -

Total 66888000.01 78611921.77

(Amount in Rs.)

Name of Financer Total Overdue period

State Bank of India 98236366.61 April'14 to June'15

State Bank of Hyderabad 824581.00 June'15

Indusind Bank 1138874.00 June'15

ICICI Bank 234663.00 June'15

Axis Bank 2066651.00 April, May,June

Oriental Bank of Commerce 15133644.30 April'14 to June'15

Central Bank of India 27865141.87 April'14 to June'15

IDBI - July'14 to June'15

Total 145499921.78

WCTL (Amount in Rs.)

Name of Financer Principal Overdue Interest

State Bank of India 134055000.00 210393569.43

State Bank of Patiala - 24552195.88

State Bank of Hyderabad - 4467500.00

Indusind Bank - 5019881.00

ICICI Bank - 1258605.89

Axis Bank - 9092517.00

IDBI - 1508156.00

Oriental Bank of Commerce 21393000.00 36375050.00

Central Bank of India 19795500.00 50616401.52

Total 175243500.00 343283876.72

(Amount in Rs.)

Name of Financer Total Overdue period

State Bank of India 344448569.43 April'14 to June'15

State Bank of Patiala 24552195.88 April, May, June

State Bank of Hyderabad 4467500.00 June

Indusind Bank 5019881.00 April, May, June

ICICI Bank 1258605.89 June

Axis Bank 9092517.00 April, May,June

IDBI 1508156.00 April, May, June

Oriental Bank of Commerce 57768050.00 April'14 to June'15

Central Bank of India 70411901.52 July'14 to June'15

Total 518527376.72

MTL (Amount in Rs.)

Name of Financer Principal Overdue Interest

State Bank of Patiala - 2023574.00

(Amount in Rs.)

Name of Financer Total Overdue period

State Bank of Patiala 2023574.00 April, May,June

CTL (Amount in Rs.)

Name of Financer Principal Overdue Interest

State Bank of Hyderabad - 487758.00

(Amount in Rs.)

Name of Financer Total Overdue period

State Bank of Hyderabad 487758.00 June

(b) The company has defaulted in the repayment of Secured Term Loan in Principal and Interest from Others under CDR Scheme as detailed below:

MTL (Amount in Rs.)

Name of Financer Principal Overdue Interest

Srei Equipment - 9764613.00

(Amount in Rs.)

Name of Financer Total Overdue period

Srei Equipment 9764613.00 April to June

FITL (Amount in Rs.)

Name of Financer Principal Overdue Interest

Bajaj Infrastructure Ltd 10306850.23 10637789.00

Srei Equipment 426343.00 281147.00

L&T Infra Finance Ltd 14931099.00 20788460.00

TOTAL 25664292.23 31707396.00

(Amount in Rs.)

Name of Financer Total Overdue period

Bajaj Infrastructure Ltd 20944639.23 Feb'14 to June'15

Srei Equipment 707490.00 April to June

L&T Infra Finance Ltd 35719559.00 July'14 to June'15

TOTAL 57371688.23

CTL (Amount in Rs.)

Name of Financer Principal Overdue Interest

Bajaj Infrastructure Ltd 45000000.00 81792429.00

L&T Infra Finance Ltd 46564002.00 156723524.00

Total 91564002.00 238515953.00

(Amount in Rs.)

Name of Financer Total Overdue period

Bajaj Infrastructure Ltd 126792429.00 Jan'14 to June'15

L&T Infra Finance Ltd 203287526.00 July'14 to June'15

Total 330079955.00

(c) The company has defaulted in the repayment of Secured Term Loan in Principal and Interest from Banks under Non - CDR Scheme as detailed below: (Amount in Rs.)

Name of Financer Principal Interest



ICICI Bank 9369.65 2062.35

Dhanlaxmi Bank 2841162.50 202909.00

Indusind Bank 196736.00 2051.00

Indusind Bank 2170303.60 112996.40

Total 5217571.75 320018.75

(Amount in Rs.)

Name of Financer Total Amount Overdue Period overdue

ICICI Bank 11432.00 June'15

Dhanlaxmi Bank 3044071.50 Apr'15 to June'15

Indusind Bank 198787.00 April'15

Indusind Bank 2283300.00 April'15 to June'15

Total 5537590.50

(d) The company has defaulted in the repayment of Secured Term Loan in Principal and Interest from Others under Non - CDR Scheme as detailed below:

(Amount in Rs.)

Name of Financer Principal Interest



Reliance Capital Ltd 61053.26 6430.74

Reliance Capital Ltd 329273.00 56922.00

Reliance Capital Ltd 22055.50 4394.50

L&T Finance Ltd 168001.00 5074.00

L&T Finance Ltd 2334975.50 656996.00

Magma Fincorp Ltd 2534885.00 62352.00

Magma Fincorp Ltd 1543566.79 155023.22

Magma Fincorp Ltd 509252.13 29249.88

Magma Fincorp Ltd 101335.55 11644.45

SREI equipment Finance Pvt Ltd 1993620.00 275097.00

SREI equipment Finance Pvt Ltd 85290612.50 18873748.50

Tata Capital Ltd 299317.00 13433.00

Hinduja Leyland Finance Ltd 1395295.50 125788.50

Total 11292630.22

(Amount in Rs.)

Name of Financer Total Amount Overdue Period overdue

Reliance Capital Ltd 67484.00 Jan'15 to June'15

Reliance Capital Ltd 386195.00 Jan'15 to June'15

Reliance Capital Ltd 26450.00 May'15 to June'15

L&T Finance Ltd 173075.00 Dec'14 to June'15

L&T Finance Ltd 2991971.50 June'15

Magma Fincorp Ltd 2597237.00 Mar'15 to June'15

Magma Fincorp Ltd 1698590.00 April'15to June'15

Magma Fincorp Ltd 538502.00 May'15, June'15

Magma Fincorp Ltd 112980.00 Jan'15 to June'15

SREI equipment Finance Pvt Ltd 2268717.00 April'15 to june'15

SREI equipment Finance Pvt Ltd 104164361.00 April'15 to June'15

Tata Capital Ltd 312750.00 April'15 to June'15

Hinduja Leyland Finance Ltd 1521084.00 April'15 to June'15

Total

(e) The company has defaulted in the repayment of Secured Demand Loans from Banks as detailed below:

(Amount in Rs.)

Name of Financer Interest Overdue Overdue Period

DBS Bank Ltd. 115,185,983.05 Jun' 12 to Jun' 14

Barclays Bank 39,124,079.00 Jun' 12 to Jun' 14

Standard Chartered Bank 1,756,323.02 June 14

Total 156,066,385.07

(f) The company has defaulted in the repayment of Interest onCash Credit/ Over Draft from Banks as detailed below:

(Amount in Rs.)

Name of Financer Principal Interest



State Bank Of India - 146728134.00

Central Bank Of India - 30618808.00

- 177346942

(Amount in Rs.)

Name of Financer Total Amount Overdue Period overdue

State Bank Of India 146728134.00 Jun' 14 to Jun' 15

Central Bank Of India 30618808.00 Oct' 14 to Jun' 15

177346942

(x) The Company has guaranteed and undertaken to the lenders of its following SPCs (Special Purpose Companies) to cover shortfall in repayment of the loan amount of interest in case of termination of Concession Agreement due to any event of default during the currency of the loan:

* BSC-C&C Kurali Toll Road Ltd.

* C&C Towers Ltd.

* MokamaMunger Highway Ltd

* North Bihar Highway Ltd.

* Patna Bakhtiyarpur Ltd.

The term and conditions of guarantees given are not prejudicial to the interest of the company.

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

(xii) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For A S G & Associates Chartered Accountants FRN:000389N

Amar Jeet Singh Place: Gurgaon (Partner) Dated: 28.08.2015 M. No.: 089285

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Jun 30, 2014

We have audited the accompanying financial statements of C&C Constructions Limited, which comprise the Balance Sheet as at June 30, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements 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'') which shall continue to apply in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 which shall continue to apply in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 issued by the Ministry of Corporate Affairs.

e) On the basis of the written representations received from the directors, as on March 31, 2014, and taken on record by the Board of Directors, none of the directors of the Company is disqualified as on March 31, 2014 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 under the heading ''Report on Other Legal and Regulatory Requirements'' of our Report of even date on the financial statements for the year ended on June 30th, 2014 of C & C Constructions Limited.)

(I) (a) In our opinion, the company has maintained proper records, showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals, no material discrepancies with respect to book records were noticed on such verification.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the company.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of such verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the explanations given to us, the Company has granted unsecured loans to Companies, firm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Numbers of such parties are eleven and amount the outstanding as on 30.06.2014 is Rs. 2585.24 Lacs (maximum amount outstanding during the year is Rs.6317.49 lacs).

(b) There is no stipulation with regard to interest on the loans given and other terms and conditions of loans given by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(c) There is no stipulation with regard to repayment of principal amount and interest as the loans are repayable on demand; and

(d) Since the amounts are repayable on demand, there is no overdue amount with regard to recovery of the principal and interest

(e) The company has taken loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Numbers of such parties are three and the amount outstanding as on 30.06.2014 is Rs.182.58 lacs (maximum amount outstanding during the year Rs.3735.51 Lacs). The outstanding amount includes share of C&C in Joint Ventures of Rs.177.58 lacs outstanding as on 30.06.2014 (maximum amount outstanding during the year Rs.3550.51 Lacs) received from two parties.

(f) There is no stipulation with regard to payment of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(g) The amounts are payable on demand, hence, no regular payment of outstanding principal and provisions of payment of interest are not applicable.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) In our opinion, the particulars of contracts or arrangement that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in the pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable as compared to the prices of similar items supplied by other parties.

(vi) According to the information and explanations given to us, the company has not accepted any deposits from public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues :

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Education Cess, Secondary and Higher Education and other statutory dues have been generally deposited in time with the appropriate authorities though there have been delay in few cases. According to the information and explanations given to us, undisputed amounts payable in respect of the aforesaid dues were outstanding as on 30th June 2014 for a period of more than six months from the date they became payable as under:

Name of Authority Amount (Rs. in lacs)

Cental Service Tax 182.59

State Work Contract Tax 73.52

TDS 765.28

Provident Fund 76.32

Dividend Tax 113.60

(b) According to information and explanation given to us, the particulars of dues outstanding of Sales Tax, Works Contract Tax, Trade Tax, Income T ax and other statutory dues as on 30th June 2014, which have not been deposited on account of disputes pending are as under:

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

Income Tax Act Demand against short 198.02 (Amount deposited deduction/short payment Rs. NIL) other than salary

Income Tax Act Demand against short 17.00 (Amount deposited deduction/short payment Rs. NIL) salary

Income Tax Act Demand against short 67.40 (Amount deposited deduction/short payment Rs. NIL) salary

Income Tax Act Demand against short 19.34 (Amount deposited deduction/short payment Rs. NIL) other than salary

Income Tax Act Demand against short 1.34 (Amount deposited deduction/ short payment Rs. NIL) other than salary

Income Tax Act Demand against short 0.73 (Amount deposited deduction/short payment Rs. NIL) salary

Income Tax Act Short deduction of 0.44 (Amount deposited TDS and Interest thereon Rs. NIL)

Income Tax Act Short interest charged 1.47 (Amount deposited u/s 234B Appeal filed Rs. 1.47) to CIT (Appeal) Dated: 08.01.2014

Income Tax Act Excess interest refund 28.23 (Amount deposited u/s 244A Appeal filed Rs. 28.23) to CIT (Appeal) Dated: 08.01.2014

Income Tax Act Excess interest refund 34.24 (Amount deposited u/s 244A Appeal filed Rs. 34 24) to CIT (Appeal) Dated: 08.01.2014

U.P Trade Demand against material 35.26 (Amount deposited Tax Act purchased against ''C'' Rs. 12.34 lacs) form

U.P Trade Demand against Vat 47.78 (Amount deposited Tax Act Input Claimed and others Rs. 15.00 lacs)

U.P Trade Demand against Vat 8.24 (Amount deposited Tax Act Input Claimed and others Rs. 1.65 lacs)

Punjab Value Non-production of 16.94 (Amount deposited Added Tax Act sufficient documents Rs. NIL) of High Sea Sales

Income Tax Act Demand against short 1.66 (Amount deposited deduction/short payment Rs. NIL) of TDS other than salary

Income Tax Act Demand against short 3.51 (Amount deposited deduction/short payment Rs. Nil) of TDS on salary

Income Tax Act Demand against short 10.36 (Amount deposited deduction/short payment Rs. NIL) of TDS on other than salary

Income Tax Act Demand against short 2.55 (Amount deposited deduction/short payment Rs. NIL) of TDS on salary

Income Tax Act Demand against short 1.55 (Amount deposited deduction/short payment Rs. NIL) of TDS on other than salary

Income Tax Act Demand against short 5.31 (Amount deposited deduction of TDS and Rs. 1.04) Interest thereon

Income Tax Act Disallowance of 274.85 (Amount deposited Additional Depreciation Rs. 274.85) and disallowance of loss of Indian Projects.

Income Tax Act Disallowance of 323.10 (Amount deposited Additional Depreciation Rs. 323.10) and disallowance of loss of Indian Projects.

Income Tax Act Disallowance of 439.47 (Amount deposited Additional Depreciation Rs. 439.47) Income Tax Act Disallowance of 70.36 (Amount deposited Additional Depreciation Rs. 70.36)

Income Tax Act Disallowance of 227.19 (Amount deposited Additional Depreciation Rs. 227.19)

Bihar Value Interest on Entry Tax 115.42 (Amount deposited Added Tax Act Rs. NIL)

Rajasthan Value Penalty against tax 8.60 (Amount deposited Added Tax Act Rs. 1.33)





Name of the Period To Which Forum Where Dispute Statute The Amount Relates Is Pending

Income Tax Act AY- 2011-12 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY- 2011-12 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY- 2012-13 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY- 2013-14 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY- 2014-15 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY- 2014-15 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act FY- 2007-2008 Commissioner of Income Tax, Appeals- XXX), New Delhi Income Tax Act AY- 2006-2007 CIT (Appeals), Central, Gurgaon

Income Tax Act AY- 2008-2009 CIT (Appeals), Central, Gurgaon

Income Tax Act AY- 2009-2010 CIT (Appeals), Central, Gurgaon

U.P Trade AY- 2002-03 Joint Commissioner Tax Act (Appeals) Noida, UP

U.P Trade AY- 2009-10 Addl. Commissioner Tax Act Appeals) Noida, UP

U.P Trade April/May 2011 Dy. Commissioner- Tax Act Noida (U.P)

Punjab Value AY-2007-08 Asst. Excise and Taxation Added Tax Act Commissioner, Information Collection Centre, Shambhu (Import) Patiala-Punjab

Income Tax Act AY-2012-13 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY-2013-14 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY-2013-14 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY-2014-15 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act AY-2014-15 Deputy Commissioner of Income Tax, CPC - TDS, Vashali, Ghaziabad (U.P.)

Income Tax Act F.Y.-2006-07 Assistant Commissioner of to 2011-2012 Income Tax, Circle - 49(1), New Delhi

Income Tax Act AY- 2004-05 High Court of Delhi, New Delhi

Income Tax Act AY- 2006-07 CIT (Appeals) - XXVIII, New Delhi

Income Tax Act AY- 2007-08 CIT (Appeals) - XXVIII, New Delhi Income Tax Act AY- 2008-09 CIT (Appeals) - XXVIII, New Delhi

Income Tax Act AY- 2009-10 CIT (Appeals) - XXVIII, New Delhi

Bihar Value F.Y.-2007-08 Deputy Commissioner, Added Tax Act to 2009-2010 Muzzafarpur, Bihar

Rajasthan Value FY 2005-2006 Joint Commissioner Added Tax Act (Appeal), Jaipur, Rajasthan

(x) The company has accumulated losses of Rs.11524.17 Lacs and has incurred cash losses amounting to Rs.1932.66 Lacs during the financial year covered by our audit and ''12820.68 lacs in the immediately preceding financial year,

(xi) According to the records of the Company examined by us and as per the information and explanations given to us, the Company has defaulted in repayment of dues to any bank or financial institution as at the balance sheet date as under:

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The company is not a chit fund / nidhi/ mutual benefit fund/ society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph (xiii) of the order is not applicable.

(xiv) According to the information and explanations given by the management, the company is not dealing or trading in shares, securities, debentures and other investments. The company has made only investments in equity shares and Govt. Securities.

All Investments made by the Company have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from Banks or financial institutions are not prima facie prejudicial to the interests of the company.

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

(xvii) Based on our examination of the balance sheet of the Company as at 30thJune 2014, and information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

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

(xix) According to the information and explanation given to us, there are no outstanding debentures whether redeemable or non-redeemable at on 30th June, 2014.

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

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.



For A S G & Associates Chartered Accountants FRN : 000389N

Amar Jeet Singh (Partner)

M. No. : 089285

Place: Gurgaon Date : 22.08.2014

---

Jun 30, 2013

1. We have audited the attached Balance Sheet of C&C Constructions Ltd as at June 30, 2013 and also the Proft and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. 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 and assurance standards generally accepted in India. These 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 signifcant estimates made by the management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In accordance with the provisions of section 227 of the Companies Act 1956, we report that:

As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs (4) and (5) of the said order.

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

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

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

c) The balance sheet, proft and loss account and cash fow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the proft and loss account, balance sheet and cash fow statement of the company comply with the Accounting Standards referred to in

Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors, as on 30th June 2013 and taken on record by the board, we report that none of the directors is disqualifed for being appointed as director in terms of clause (g) sub-section (1) of section 274 of the Companies Act, 1956;

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

(i) In the case of the balance sheet, of the state of affairs of the company as at 30th June 2013;

(ii) In the case of proft and loss account, of the loss of the company for the year ended on that date, and

(iii) In the case of the cash fow statement, of the cash fow for the year ended on that date.

aNNeXUre referred to iN tHe PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

TO THE MEMBERS OF C& C CONSTRUCTIONS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH JUNE 2013

(i) (a) In our opinion, the company has maintained proper records, showing full particulars including quantitative details and situation of fxed assets.

(b) The fxed assets have been physically verifed by the management at reasonable intervals, no material discrepancies with respect to book records were noticed on such verifcation.

(c) In our opinion and according to explanations given to us, fxed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the company.

(ii) (a) As explained to us, physical verifcation of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of such verifcation is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies noticed on verifcation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the explanations given to us, the Company has granted unsecured loans to Companies, frm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Numbers of such parties are thirteen and amount the outstanding as on 30.06.2013 is Rs.1247.26 lacs (maximum amount outstanding during the year is Rs.1294.24 lacs).

(b) There is no stipulation with regard to interest on the loans given and other terms and conditions of loans given by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(c) There is no stipulation with regard to repayment of principal amount and interest as the loans are repayable on demand; and

(d) Since the amounts are repayable on demand, there is no overdue amount with regard to recovery of the principal and interest;

(e) The company has taken loans from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act,1956. Numbers of such parties are seven and the amount outstanding as on 30.06.2013 is Rs.3735.51 lacs (maximum amount outstanding during the year Rs.4852.15 lacs). The outstanding amount includes share of C&C in Joint Ventures of Rs.3550.51 Lacs (maximum amount outstanding during the year Rs.3550.51 Lacs) received from two parties.

(f) There is no stipulation with regard to payment of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(g) The amounts are payable on demand, hence, no regular payment of outstanding principal and provisions of payment of interest are not applicable

(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 with regard to purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) In our opinion, the particulars of contracts or arrangement that need to be entered into the register maintained under section 301, have been so entered (b) In our opinion and according to the information and explanations given to us, the transactions made in the pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees fve lacs in respect of any party during the year, have been made at prices which are reasonable as compared to the prices of similar items supplied by other parties.

(vi) According to the information and explanations given to us, the company has not accepted any deposits from public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues :

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Education Cess, Secondary and Higher Education and other statutory dues have been generally deposited in time with the appropriate authorities though there have been delay in few cases. According to the information and explanations given to us, undisputed amounts payable in respect of the aforesaid dues were outstanding as on 30th June 2013 for a period of more than six months from the date they became payable as under:

(x) The company has accumulated losses of Rs.3818.29 Lacs and has incurred cash losses amounting to Rs.12820.68 Lacs during the fnancial year covered by our audit and Rs.3025.23 Lacs in the immediately preceding fnancial year.

(xi) According to the records of the Company examined by us and as per the information and explanations given to us, the Company has defaulted in repayment of dues to any bank or fnancial institution as at the balance sheet date as under:

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The company is not a chit fund / nidhi/ mutual beneft fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph (xiii) of the order is not applicable.

(xiv) According to the information and explanations given by the management, the company is not dealing or trading in shares, securities, debentures and other investments. The company has made only investments in equity shares and Govt. Securities. All Investments made by the Company have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from Banks or fnancial institutions are not prima facie prejudicial to the interests of the company.

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

(xvii) Based on our examination of the balance sheet of the Company as at 30th June 2013, and information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

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

(xix) According to the information and explanation given to us, there are no outstanding debentures whether redeemable or non-redeemable at on 30th June, 2013.

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

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

for a s G & associates

chartered accountants

FRN: 000389N

amar Jeet singh

(Partner)

M. No. : 089285

Place : Gurgaon

dated : 26.08.2013

---

Jun 30, 2010

1. We have audited the attached Balance Sheet of C & C Constructions Ltd as at June 30, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing and assurance standards generally accepted in India. These 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 signifi cant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In accordance with the provisions of section 227 of the Companies Act 1956, we report that:

As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs (4) and (5) of the said order.

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

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

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

c) The balance sheet, profit and loss account and cash fl ow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the profit and loss account, balance sheet and cash fl ow statement of the company comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors as on 30th June 2010 and taken on record by the board, we report that none of the directors is disqualifi ed for being appointed as director in terms of clause (g) sub-section (1) of section 274 of the Companies Act, 1956;

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

(i) In the case of the balance sheet, of the state of affairs of the company as at 30th June 2010;

(ii) In the case of profit and loss account, of the profit of the company for the year ended on that date, and

(iii) In the case of the cash fl ow statement, of the cash fl ow for the year ended on that date.

ANNEXURE REFERRED TO IN THE PARAGRAPH 3 OF OUR REPORT OF EVEN DATE. To the Members of C & C Constructions Limited On the Accounts for the Year ended 30th June 2010

(i) (a) In our opinion, the company has maintained proper records, showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verifi ed by the management at reasonable intervals, no material discrepancies with respect to book records were noticed on such verifi cation.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the company.

(ii) (a) As explained to us, physical verifi cation of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of such verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies noticed on verifi cation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the explanations given to us, the Company has granted loans, secured or unsecured to Companies, fi rm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Number of such parties is fi ve and amount outstanding as on 30.06.2010 is Rs. 6.11 lacs (maximum amount outstanding during the year is Rs.1671.01 lacs).

(b) The rate of interest and other terms and conditions of loans given by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(c) There is no stipulation with regard to repayment of principal amount and interest as the loans are repayable on demand; and

(d) Since the amounts are repayable on demand, there is no overdue amount with regard to recovery of the principal and interest;

(e) The company has taken loans from companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act,1956. Number of such parties is one and the amount outstanding as on 30-06-2010 is Rs. NIL (maximum amount outstanding during the year is Rs. 35.26 crores).

(f) The rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(g) Payment of the principal amount and interest are regular.

(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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) In our opinion, the particulars of contracts or arrangement that need to be entered into the register maintained under section 301, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in the pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees fi ve lacs in respect of any party during the year, have been made at prices which are reasonable as compared to the prices of similar items supplied by other parties.

(vi) According to the information and explanations given to us, the company has not accepted any deposits from public.

(vii) I n our opinion, the company has an adequate internal audit system commensurate with its size and the nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the services carried out by the company.

(ix) In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Education Cess, Secondary and Higher Education and other statutory dues have been generally deposited in time with the appropriate authorities though there have been delay in few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 30th June 2010 for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us, the particulars of dues outstanding of Sales Tax, Works Tax, Income Tax and other statutory dues as on 30th June 2010, which have not been deposited on account of disputes pending are as under:

Name Of Nature Amount Period Forum The Of The (Rs. In To Which Where Statute Disputed Lacs) The Dispute Is Dues Amount Pending Relates

U.P. Demand 22.92 2002-2003 Dy. Sales Tax for work Commissioner Act contract -Assessing tax Authority for Reassessment, Noida, UP

U.P. Demand 6.67 2003-2004 Stay by Sales Tax for work Allahabad High Act contract Court tax

Income Demand 8.76 2003-2004 Commissioner Tax Act of Income Tax (Appeals), New Delhi

(x) The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the financial year and in the financial year immediately preceding the financial year.

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

(xii) Based on our audit procedures and on the information and explanations given by the Management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The company is not a chit fund / nidhi/ mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph (xiii) of the order is not applicable.

(xiv) According to the information and explanations given by Management, the company is not dealing or trading in shares, securities, debentures and other investments. The company has made only investments in equity shares and Govt. Securities. All Investments made by the Company have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee for loans taken by others from Banks or financial institutions are not prima facie prejudicial to the interests of the company.

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

(xvii) Based on our examination of the balance sheet of the Company as at 30th June 2010, and information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii) The company has made preferential allotment of 19,76,284 Nos. Equity shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year. The price at which the shares were allotted is not prejudicial to the interest of the Company as the price has been arrived at as per the provisions of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009

(xix) According to the information and explanation given to us, there are no outstanding debentures whether redeemable or non redeemable as on 30th June, 2010

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

(xxi) Based on the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For ASG & Associates Chartered Accountants

Amar Jeet Singh

Partner

Membership No.: 089285

Firm Registration No.: 000389N

Place: Gurgaon

Dated: 27th August, 2010

---

Jun 30, 2009

1) We have audited the attached Balance Sheet of c & c constructions ltd. as at June 30, 2009 and also the Proft and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. Tese 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 and assurance standards generally accepted in India. Tese 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 signifcant estimates made by the management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) In accordance with the provisions of section 227 of the Companies Act 1956, we report that:

As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs (4) and (5) of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

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

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

c) The balance sheet, proft and loss account and cash fow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the proft and loss account, balance sheet and cash fow statement of the company comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors as on 30th June 2009 and taken on record by the board, we report that none of the directors is disqualifed for being appointed as director in terms of clause (g) sub-section (1) of section 274 of the Companies Act, 1956;

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

i in the case of the balance sheet, of the state of afairs of the company as at 30th June 2009;

ii in the case of proft and loss account, of the proft of the company for the year ended on that date, and

iii in the case of the cash fow statement, of the cash fow for the year ended on that date.



ANNEXURE REFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

i) a) In our opinion, the company has maintained proper records, showing full particulars including quantitative details and situation of fxed assets.

b) The fxed assets have been physically verifed by the management at reasonable intervals, no material discrepancies with respect to book records were noticed on such verifcation.

c) In our opinion and according to explanations given to us, fxed assets disposed of during the year were not substantial and as such the disposal has not afected the going concern status of the company.

ii) a) As explained to us, physical verifcation of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of such verifcation is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies noticed on verifcation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

iii) a) In our opinion and according to the explanations given to us, the Company has granted loans, secured or unsecured to Companies, frm and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Numbers of such parties are fve and amount outstanding as on 31.03.2009 is Rs. 992.17 lacs (maximum amount outstanding during the year is Rs. 1394.44 lacs).

b) The rate of interest and other terms and conditions of loans given by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

c) There is no stipulation with regard to repayment of the principal amount and interest regularly as the loans are repayable on demand; and.

d) Since the amount are repayable on demand, there is no overdue amount with regard to recovery of the principal and interest;.

e) The company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the register maintained under section 301 of the Act. Hence clauses 4(iii)(e),(f) and (g) of the order are not applicable.

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 with regard to purchase of inventory and fxed assets and for the sale of goods and services, during the course of our audit, no major weakness has been noticed in the internal controls.

v) a) In our opinion the particulars of contracts or arrangement that need to be entered into the register maintained under section 301 have been so entered. b) In our opinion and according to the information and explanations given to us, the transactions made in the pursuance of such contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of Rupees fve lacs in respect of any party during the year, have been made at prices which are reasonable as compared to the prices of similar items supplied by other parties or as available with the company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public.

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

viii) According to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of services carried out by the company.

ix) In respect of statutory dues :

a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Education Cess, Secondary and Higher Education and other statutory dues have been generally regularly deposited with the appropriate authorities though there have been delay in few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 30th June 2009 for a period of more than six months from the date they became payable.

b) According to information and explanation given to us, the particulars of dues outstanding of Sales Tax, Works Tax and other statutory dues as on 30th June 2009, which have not been deposited on account of disputes pending are as under:

NAME OF THE STATUTE NATURE OF AMOUNT PERIOD TO FORUM WHERE THE DISPUTED DISPUTE DUES (RS. IN LACS) WHICH THE IS PENDING AMOUNT RELATES

WOrks Contract Demand 35.26 2002-2003 Deputy Comm Tax - Noida Assessing Authority for Reassessment

Works Contract Demand 6.67 2003-2004 Stay at Allahabad Tax - Noida high Court

Income Tax Demand 8.76 2003-2004 Commissioner of Income Tax (Appeals)

Income Tax Demand 44.25 2007-2008 Asst. Comm issioner of Income Tax

x) The company has no accumulated losses at the end of the fnancial year and it

has not incurred any cash losses in the fnancial year and in the fnancial year immediately preceding fnancial year.

xi) Based on our audit procedures and according to the information and

explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to fnancial institutions, banks or debenture holders.

xii) Based on our audit procedures and on the information and explanations given

by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

xiii) The company is not a chit fund / nidhi/ mutual beneft fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph (xiii) of the order is not applicable.

xiv) According to the information and explanations given by management, the company is not dealing or trading in shares, securities, debentures and other investments. All Investments have been held by the company in its own name.

xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee for loans taken by others from Banks or fnancial institutions are not prima facie prejudicial to the interests of the company.

xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xvii) Based on our examination of the balance sheet of the company as at 30th June 2009, and information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment and vice versa.

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

xix) According to the information and explanation given to us, there are no outstanding debentures whether redeemable or non redeemable.

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

xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For ASG & Associates

Chartered Accountants

Amar Jeet singh

Partner

M.No. 089285

Date : 30.09.2009

Place : Gurgaon