Auditor Report of Empower India Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

TO THE MEMBERS, EMPOWER INDIA LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying (standalone] financial statements of EMPOWER INDIA LIMITED ("the Company"}, which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income], the Statement of changes in equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the (Standalone] Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5] of the Companies Act, 2013 ("the Act"] with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income], changes in equity 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, 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. We have taken into account the provisions of the Act, 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.

5. 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.

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

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

Opinion

8. 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, 2018, and its profit/loss, total Comprehensive Income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report] Order, 2016 (the Order] issued by the Central Government in terms of Section 143(11] of the Act, we enclose in the "Annexure A" a statement on matters specified in paragraph 3 & 4 of the said order.

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

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

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

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2] of the Act.

i) 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".

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:

A) The Company has disclosed pending litigations in its Company Auditors Report. However there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure has been made As per AS-29.

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

C) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31/03/2018.

For Deepak C Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 140967W)

sd/-

Deepak Agarwal

(Proprietor)

(Membership No. 165938)

Place of Signature: Mumbai

Date: 29/05/2018

"Annexure A" to the Independent Auditors'' Report

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: -

1 (a] the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b} As explained to us, all the 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}. the company does not have any immoveable property.

2.(i]As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

(ii)There is no discrepancy found on verification between the physical stocks and the book records.

3. As explained to us, the company had not granted any loans, secured or unsecured, to any companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act, or

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit] Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6. It has been explained to us that the maintenance of cost records has not been prescribed under section 148(1} of the Act.

7 (a] According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing 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 any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

b] According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except as follows:

The status of pending disputes with Income Tax Department is as under:

Sr. No.	Assessment Year	Demand/refun d under Section Code	Date on which demand/ refund is raised	Amount of outstanding demand/Refund	Status of Demand
1	2004-05	143(1)	01-Mar-06	30,847	The Demand is pending
2	2008-09	153A	22-Mar-16	43,15,681	Demand is outstanding and appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 163879821270416 dated 27/04/2016 which is still pending.
3	2009-10	153A	22-Mar-16	55,05,161	Demand is outstanding and appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 163907421270416 dated 27/04/2016 which is still pending.
4	2010-11	153A	22-Mar-16	81,28,528	Demand is outstanding and appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 163942141270416 dated 27/04/2016 which is still pending.
5	2011-12	254	12-Jul-17	89,56,070	Demand is outstanding and appeal against the said demand is filed with ITAT, Mumbai vide Appeal No. 163954201270416 dated 27/04/2016 which is still pending.
6	2012-13	153A	22-Mar-16	Refund of Rs. 29,14,670 was claimed, whereas the department has raised a demand of Rs. 43,25,543 and the Company has contested and filed appeal against the same .	An appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 163936191270416 dated 27/04/2016 which is still pending.
7	2013-14	153A	22-Mar-16	Refund of Rs. 25,27,880 was claimed whereas the department has raised a demand Rs. 19,39,073 and the Company has contested and filed appeal against the same	An appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 16398770127042016 dated 27/04/2016 which is still pending.
8	2014-15	143(2)	23-Mar-16	Refund of Rs. 12,40,610 was claimed whereas the department raised a demand Rs. 75,38,870 and the Company has contested and filed appeal against the same.	An appeal against the said demand is filed with CIT(A)-48, Mumbai vide Appeal No. 163995101270416 dated 27/04/2016 which is still pending.

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, company had not borrowed from financial institution or bank or issued debentures during the year under audit and there were no loan outstanding at the beginning of the year. Therefore, this clause of the CARO is not applicable to company.

9. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument] and term loans

10. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

11. Company has paid Managerial remuneration to its Key Managerial person pursuant of provision of Companies Act 2013.

Sr. No.	Statute	Amount of Dispute	Fin Year	Forum where Dispute pending
1	Maharashtra Value Added Tax Act, 2002	2,50,20,086/-	2008-09	D C Sales Tax (Appeal), Mumbai

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors or persons connected with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Deepak C Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 140967W)

sd/-

Deepak Agarwal

(Proprietor)

(Membership No. 165938)

Place of Signature: Mumbai

Date: 29/05/2018

Annexure B to Independent Auditor''s Report

Referred to in paragraph 10 (f) of the Independent''s Auditor''s Report of even date to the members of Empower India Limited on the standalone financial statements for the year ended 31st March, 2018.

Report on the Internal Financial Controls under Clause (i} of sub - section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Empower India Limited ("the Company"} as of 31st March, 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

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI}. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 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 Deepak C Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 140967W)

sd/-

Deepak Agarwal

(Proprietor)

(Membership No. 165938)

Place of Signature: Mumbai

Date: 29/05/2018

---

Mar 31, 2015

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

Management's Responsibility for the standalone Financial Statements:

The Company's board of directors is responsible for the matter stated in section 134(5) of the Companies Act, 2013 ("Act") with respect to the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in accordance with the Accounting Principle generally accepted in India including 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 and ensuring their operating effectiveness and 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.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone 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 assessment, the auditor considers internal control relevant to the Company's preparation and fair presentation of the standalone 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 controls 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 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 on the standalone financial statements.

Opinion

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015;

(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

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement Comply with the Accounting Standards specified in 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 of the company, as on 31st March 2015, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2015, from being appointed as a director in terms of section 164(2) of the Act.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

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



Annexure to Independent Auditors' Report

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

(b) Assets have been physically verified by the management during the year. According to the information and explanation given to us, there is regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. (a) Inventories has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of such verification is adequate.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory in so far as such records were examined by us and no material discrepancies were noticed.

3. The Company, during the period covered by our audit, has not granted secured or Unsecured loans to companies, firms or other parties covered in the Register maintained Under Sections 189 of the Companies Act. Therefore, clauses (iii)(a) & (iii)(b) is not Applicable to company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items of purchase are of special nature for which suitable alternative sources do not exist for obtaining competitive quotations, there are adequate internal control procedures commensurate with the size & nature of business of Company for the purchase of inventory, fixed assets and sales of goods and services. Further on the basis of our examinations and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of measure weaknesses in the aforesaid internal control procedures.

5. The Company has not accepted any deposits from the public during the year under audit. Therefore, clause 4(v) of the companies (Auditor's Report) Order is not applicable to company.

6. According to the information and explanation given to us, the requirements of Maintenance of cost records as prescribed by the central government under section (1) of the section 148 of the companies act. Therefore, clause 4(vi) of order is not applicable to he company.

7. In respect of statutory dues :

(a)According to the records of the company, undisputed statutory dues, including provident fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues, as applicable, have generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31/03/15 for a period more than six months from the date they became payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Wealth Tax, Custom duty, Excise duty, cess, except Sales Tax for which the Company is in appeal, details is as follows :

Sr. Statute Amount Year No.

1 Maharashtra Value Added Tax Act, 2,50,20,086/- 2008- 2002 09

2 Income Tax Act, 1961 173,17,49,020/- 2010-11



Sr. Statute Forum where No. Dispute pending

1 Maharashtra Value Added Tax Act, D C Sales Tax 2002 (Appeal)

2 Income Tax Act, 1961 CIT(Appeal)

(c) There is no amount required to be transferred to investor education and protection Fund in accordance with the relevant provision of the companies act,1956 (1 of 1956) And rules made there under.

8. The accumulated losses of the company at the end of the financial year are less than fifty Percent of its net worth. The company has not incurred cash loss during the year. In Immediately preceding financial year the company had incurred cash loss.

9. Based on our audit procedures and according to the information and explanations given to us, company had not borrowed from financial institution or bank or issued debentures during the year under audit and there were no loan outstanding at the beginning of the year. Therefore, clause 3(ix) of the caro is not applicable to the company.

10. The Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, clause 3(x) of the caro is not applicable to the company.

11. Based on our audit procedures and according to the information and explanations given to us, the Company had not taken any Term loan from Bank and Financial institute during the year under audit. Therefore, clause 3(xi) of the caro is not applicable to the company.

12. Based upon our audit procedures performed and on the information and explanations given by the management we are of the opinion that no fraud on or by the company has been noticed or reported during the course of our audit .

For VERMA MEHTA AND ASSOCIATES Firm Reg. No: 112118 Chartered Accountants

Sd/- CA Mrugen H Shah Partner Membership No: 114770

Place: Mumbai, Date: 27th May 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements:

The Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in according with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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 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 Accounts 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 assessment, 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 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:

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

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

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

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

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

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

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

Annexure to Independent Auditors'' Report Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March 2014 of Empower India Limited.

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

(b) Assets have been physically verified by the management during the year. According to the information and explanation given to us, there is regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

2. (a) Inventories has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of such verification is adequate.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory in so far as such records were examined by us and no material discrepancies were noticed.

3. (a) The Company, during the period covered by our audit, has not granted secured or unsecured loans to companies covered in the Register maintained under Sections 301 of the Companies Act, 1956. Hence provisi -ons of clauses (iii) (b),(c),(d) of paragraph 4 are not applicable to the Company.

(b) The Company, during the period covered by our audit, has not taken secured or unsecured loans from companies covered in the register maintained under section 301 of the Act. Hence provisions of clauses (iii) (f),(g) of paragraph 4 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items of purchase are of special nature for which suitable alternative sources do not exist for obtaining competitive quotations, there are adequate internal control procedures commensurate with the size & nature of business of Company for the purchase of inventory, fixed assets and sales of goods and services. Further on the basis of our examinations and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of measure weaknesses in the aforesaid internal control procedures.

5. According to the information and explanation given to us the company has not entered into transaction which requires to be recorded in a register in pursuance of section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public. The provision of Sections 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

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

8. We have been informed by management, no cost records have been prescribed under Section 209 (1)(d) of the Companies Act, 1956.

9. (a) According to the records of the company, there are delays in depositing the provident fund, professional tax, service tax and ESIC. Undisputed service tax are in arrears of outstanding as at the last date of balance sheet, for a period of six months from the date they became payable.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Wealth Tax, Custom duty, Excise duty, cess , except Sales Tax for which the Company is in appeal, details is as follows :

Sr. Statute Amount Year Forum where No. Dispute pending

1 Maharashtra Value 2,50,20,086/- 2008-09 DC Sales Tax Added Tax Act,2002 (Appeal)

2 Income Tax 173,17,49,020/- 2010-11 CIT (Appeal) Act,1961

10. The Company has accumulated losses, which is less than fifty percent of its networth as at March 31, 2014. The company has incurred cash losses during the year. In immediately preceding financial year also the company had incurred cash loss.

11. According to the records of the company, company has not borrowed from financial institution or bank or issued debentures till 31st March, 2014. Hence, in our opinion, the question of reporting defaults in repayment of dues to financial institution or bank or debentures does not arise.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has maintained proper records of transactions and contracts in respect of investment in shares debenture and other securities and those timely entries have been made therein. The shares, debentures and other securities have been held by the company in its own name.

15 The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not taken any Term loan from Bank and Financial institute.

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

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

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

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

21. Based upon our audit procedures performed and on the information and explanations given by the management we are of the opinion that no fraud on or by the company has been noticed or reported during the course of our audit.

M/s Verma Mehta & Associates Chartered Accountants

sd/- Mrugen Shah Partner Place: Mumbai. Firm Reg. No: 112118W Date: 27th May, 2014. Mem. No: 114770

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of EMPOWER INDIA LIMITED as at 31st March 2012 and also the statement of Profit and Loss for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statement 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to in paragraph 3 above and subject to the Notes to Accounts, 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 such books;

c) The Balance Sheet and statement of Profit and Loss dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in section 211(3C) 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, 2012 from being appointed as director in terms of clause (g) of 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 explanations given to us, the said accounts give the information required by the Companies Act, 1956: in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

II. In the case of the statement of Profit and Loss , of the Profit of the Company for the year ended on that date; and,

III. In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors'' Report

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2012 of Empower India Limited.

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

(b) Assets have been physically verified by the management during the year. According to the information and explanation given to us, there is regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

2. (a) Inventories have been physically verified during the year by the management at intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories and no material discrepancy noticed on physical verification.

3. (a) The Company, during the period covered by our audit, has not granted secured or unsecured loans to Companies covered in the Register maintained under Sections 301 of the Companies Act, 1956. Hence provisions of clauses (iii) (b),(c),(d) of paragraph 4 are not applicable to the Company.

(b) The Company, during the period covered by our audit, has not taken secured or unsecured loans from Companies covered in the register maintained under section 301 of the Act. Hence provisions of clauses (iii) (f),(g) of paragraph 4 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items of purchase are of special nature for which suitable alternative sources do not exist for obtaining competitive quotations, there are adequate internal control procedures commensurate with the size & nature of business of Company for the purchase of inventory, fixed assets and sales of goods. Further on the basis of our examinations and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of measure weaknesses in the aforesaid internal control procedures.

5. Based on the audit procedure applied by us and the information and explanation provided by management, we are of the opinion that there were no transaction during the year that, need to be entered in the Register maintained under section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public. The provision of Sections 58A & 58AA of the Companies Act,1956 and the Companies (Acceptance of Deposits) Rules,1975 are not applicable to the Company.

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

8. We have been informed by management, no cost records have been prescribed under Section 209 (1)(d) of the Companies Act, 1956.

9. (a) According to the records of the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, cess and other material statutory dues as applicable have been regularly deposited by the Company during the year with the appropriate authorities. There was no undisputed amount outstanding at the year ended for a period more than six month except Professional Tax as at 31st March 2012.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Wealth Tax, Custom duty, Excise duty, cess, except Sales Tax for which the Company is in appeal.

10. The Company has neither accumulated losses as at March 31, 2012 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company, Company has not borrowed from financial institution or bank or issued debentures till 31st March, 2012. Hence, in our opinion, the question of reporting defaults in repayment of dues to financial institution or bank or debentures does not arise.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit funds / societies are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of investment in shares debenture and other securities and those timely entries have been made therein. The shares, debentures and other securities have been held by the Company in its own name.

15. The Company has not given any guarantees for loans taken by other from banks or financial institutions. There is no guarantee given by the Company to third party.

16. The Company has not given any guarantees for loans taken by other from banks or financial institutions. There is no guarantee given by the Company to third party.

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

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

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

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

21. Based upon our audit procedures performed and on the information and explanations given by the management we are of the opinion that no fraud on or by the Company has been noticed or reported during the course of our audit .

For AGARWAL DESAI & SHAH

Firm Reg. No:124850W

Chartered Accountants

sd/-

C.A. Mrugen H Shah

Partner Membership Number: 114770

Place: Mumbai

Date : 30 th August, 2012

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Mar 31, 2009

1. We have audited the attached Balance Sheet of EMPOWER INDUSTRIES INDIA LIMITED as at 31st March 2009 and also the annexed Profit and Loss Account and cash flow statement of the Company for the year ended on that date which we have signed under reference to this report. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to in paragraph 3 above and subject to the Notes to Accounts,

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 such books;

c) The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in section 211 (3C) 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. 2009 from being appointed as director in terms of clause (g) of 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 explanations given to us, the said account read with the significant 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 31st March 2009.

II. In the case of the Profit and Loss Account, of the Profit of the Company for the period ended on that date.

III. In the case of the cash flow statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the report of the Auditors to the members of EMPOWER INDUSTRIES INDIA LIMITED on the account for the year ended 31st March 2009.

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

(b) The fixed assets of the Company are physically verified by the management at regular intervals which in our opinion is reasonable having regard to the size of the Company and the nature of Fixed Assets. We are informed that there is no discrepancy noticed on such physical verification.

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

2. (a) The inventory of the Company has been physically verified during the period by the management. In our opinion frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. We are informed that there are no discrepancies noticed on such physical verification.

3. (a) The Company, during the period covered by our audit, has not granted secured or unsecured loans to companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) The Company, during the period covered by our audit , has not taken secured or unsecured loans from companies covered in the register maintained under section 301 of the said Act.

(c) The Company has not taken any loan hence question of repayment of loan or payment of interest does not arise.

(d) The Company has not given any loan hence question of overdue of such loan does not arise.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items of purchase are of special nature for which suitable alternative sources do not exist for obtaining competitive quotations, there are adequate internal control procedures commensurate with the size & nature of business of Company for the purchase of inventory, fixed assets and sales of goods. Further on the basis of our examinations and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of measure weaknesses in the aforesaid internal control procedures.

5. Based on audit procedure applied by us and the information and explanation provided by management, we are of the opinion that there were no transactions during the year that need to be entered in the Register maintained under section 301 of the Companies Act 1956.

6. Based on our scrutiny of the Companys records and according to the information and explanations provided by management, in our opinion, the Company has not accepted any deposits under section 58A and 58AA of the Act and Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

8. We have been informed by management, no cost records have been prescribed under Section 209 (l)(d) of the Companies Act, 1956.

9. (a) According to the records of the company the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund. Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty, cess and other material statutory dues as applicable have been regularly deposited by the company during the year with the appropriate authorities except Service Tax Rs.2307585, Provident fund Rs.4,73,489/- Employees State Insurance Rs.213811/- TDS Rsl04823/-, FBT Rs.31931/- Income Tax Rs.603361/- and Professional Tax Rs363736/-.

According to information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than 6 months from the date they become payable except Fringe Benefit Tax & Income Tax payable of Rs.31931/- and Rs. 603361 /- respectively.

(b) According to information and explanations given, there were no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess, which have been outstanding as at 31st March 2009.

10. The Company has neither accumulated losses as at March 31, 2009 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the company, company has not borrowed from financial institution or bank or issued debentures till 31st March, 2009. Hence, in our opinion, the question of reporting defaults in repayment of dues to financial institution or bank or debentures does not arise.

12. According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit funds / societies are not applicable to the company.

14. As per records of the Company and the information and explanation given to us by the management, Company is not dealing or trading in shares, securities, debentures and other investments.

15. As per records of the company and the information and explanation given to us by the management, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

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

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

19. According to the records of the Company, the Company has not issued any debentures.

20. The company has not raised any money by public issue during the year. During the year, the company raised USD $2002160.58 by issue of Global Depository Receipts and allotted equity shares of 4931430 of Re.l each at a premium of Rs. 16.50 Each consequent to conversion of one GDRs in the ratio of Ten Equity Shares . A sum of USD$2002160.58 is lying with, Euram Bank Vienna Austria.

21. During the Course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on nor by the Company, noticed or reported during the year nor have we been informed such case by the management.

For MRM & Associates. Chartered Accountants

Sd/-

Mradula R Maheshwari

Proprietor Mumbai, 31st August, 2009 Membership Number: 119412