Auditor Report of Ennore Coke Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of ENNORE COKE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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 Financial Statements

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation 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 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 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.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

b) in the case of the Statement of Profit and Loss, of the Loss forthe year ended on that date; and

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

Emphasis of Matter

We draw attention of the shareholders for the followings:

a) Note No 14 of Notes to Financial Statements relating to transferof the leasehold land.

b) Note No 16c of Notes to Financial Statements regarding non reversal of deferred tax asset.

c) Note No 31 of Notes to Financial Statements regarding non-availability of confirmation of balances relating to certain Loans and Advances, Trade Payables, and Deposits.

d) Note No 47 of Notes to Financial Statements regarding VAT payment.

e) Note No 48 (ii) of Notes to Financial Statements regarding change in accounting policy on inventory of stores and consumables.

f) Note No 48 (ill) of Notes to Financial Statements regarding change in accounting policy on finance charges on letters of credit.

g) Note No 48 (iv) of Notes to Financial Statements regarding non-recognition of interest income.

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

Report on Other Legal and Regulatory Requirements

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

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164 (2) of the Act of the Companies Act, 2013.

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 8 and Note 49 to the Notes to financial statements);

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

iii. The Company is not required to transfer any amount to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The verification of inventory has been conducted at reasonable intervals by the management by an independent technical agency.

(b) The procedures of physical verification of inventory lying at multi locations followed by the management are reasonable considering the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) In respect of Loan qiven:-

(a) The Company has granted unsecured loan to ONE party covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act"). The maximum amount involved during the year is Rs. 11,72,390/- and the year-end balance of such loans Rs. Nil.

(b) In respect of the regularity on the repayment of principal and interest of the above unsecured loans, we are unable to comment as to whether the repayment of principal amount and the payment of interest is as stipulated, as no terms of repayment have been stipulated.

(c) Reporting on whether the above unsecured loans are overdue does not arise, as no terms of repayment have been stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Central Governmenthas prescribed maintenance ofcost records under sub-section (1) ofSection 148 of the Companies Act, 2013 in respect of Company's products effective June 2014. However the Company has not maintained the cost records prescribed.

(vii) (a) Undisputed statutory dues towards Income tax, Sales Tax (VAT),Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have been regularly deposited with the appropriate authorities and there have been delays in remittance in few cases.

Undisputed amounts payable in respect thereof, which were outstanding, at the year- end for a period of more than six months from the date they became payable are as follows:

Name of the Statute Nature of Amount Period to dues (Rs.) which it relates

CST 78,90,069 uptoJune,2013 Odisha VAT Act VAT 1,14,86,178 uptoJune,2014

Gujarat VAT Act VAT 83,82,425 uptoSeptember, 2014

Name of the Statute Due Date of date payment

Various - Odisha VAT Act Various -

Gujarat VAT Act Various On 2nd, 6th & 30th April 2015

(b) There are dues in respect of income tax, and service tax, that have not been deposited with the appropriate authorities on account of dispute as mentioned below:-

Nature of Amount Period to Name of the Statute dues (Rs.) which it relates

23,84,17,370 AY 2011-12 Income Tax Act Income tax 4,27,78,240 AY2012-13

ServiceTaxAct ServiceTax 99,61,269 AY2009-10to AY 2012-13

Name of the Statute Forum where dispute is pending

CIT (A) Income Tax Act CIT (A)

ServiceTaxAct CESTAT

(c) According to the information and explanations given to us the company is not required to transfer any amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) In our opinion, the Company's accumulated losses are not less than 50% of its net worth as at the end of the financial year. Further the Company has incurred cash losses amounting to Rs.41,38,70,257/- in the current year and Rs. 20,44,85,389/- in the immediately preceding financial year

(ix) In our opinion and according to the information and explanations given to us, in the following instances, the Company have defaulted in repayment of dues to banks during the year

Name of the Bank Due Amount on due

30-Jun-14 50,00,000

UnionBankoflndia 30-Sep-14 50,00,000

31-Dec-14 50,00,000

StateBankof 30-Jun-14 50,00,000 Hyderabad 30-Sep-14 50,00,000

30-Jun-14 45,25,000

Indian 30-Sep-14 45,25,000 OverseasBank 31-Dec-14 45,50,000

30-Jun-14 1,00,00,000

State Bank of lndia 30-Sep-14 1,00,00,000

31-Dec-14 1,00,00,000

Name of the Bank Paid Amount Delay in on days

05-Aug-14 50,00,000 36 UnionBankoflndia 27-Nov-14 50,00,000 58

16-Feb-15 50,00,000 47 StateBankof Hyderabad 23-Jul-14 50,00,000 23

10-Nov-14 50,00,000 41

11-M-14 45,25,000 11

14-Aug-14 16,00,000 - Indian OverseasBank 28-Oct-14 29,25,000 28

28-Oct-14 16,00,000 -

21-Jan-15 29,50,000 21

25-Aug-14 1,00,00,000 56

05-Dec-14 50,00,000 66 State Bank of lndia 16-Dec-14 50,00,000 77

08-Jan-15 50,00,000 8

29-Jan-15 50,00,000 29

Further the company does not have any dues to financial institution or debenture holders during the year.

(x) In our opinion and according to the information given to us , the terms and conditions on which the Company has given guarantees for loans taken by related parties for a sum of Rs.2,14,18,08,000/-from banks, are not prima facie prejudicial to the interest of the Company.

(xi) In our opinion, the Company has not availed new term loans outstanding during the year. Accordingly the provisions of clause 4(xi) of the Order are not applicable.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of ouraudit.

For Sreedhar, Suresh & Rajagopalan Chartered Accountants Firm Registration No.003957S

S. Subramaniam Place : Chennai Partner Date : 22.05.2015 Membership No. 025433

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Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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 opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matter

We draw attention of the shareholders for the followings:

a) Note 14 of Notes to Financial Statements relating to the cost of leasehold land amounting to Rs.2,46,37,289/- as part of its fixed assets. This leasehold land registered in the name of Ennore Power and Coke Private Limited, was included in the Company''s books pursuant to the business transfer agreement in May 2006, 100% investment in the shares by the company in January 2009 and subsequent approval of merger of Ennore Power and Coke Private Limited with the company, by the High Court of Madras effective April 01,2008. The Company has filed an application for transfer of leasehold land to the Company''s name upon merger with the relevant authority which is pending approval.

b) Note No 31 of Notes to Financial Statements regarding non-availability of confirmation of balances relating to certain Trade Receivables, Loans and Advances,Trade Payables, Advances received from Customers and Stocks lying in ports. Our opinion is not qualified in respect of matters mentioned above.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification 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) In our opinion, a substantial part of fixed assets has not been disposed-off during the year.

(ii) (a) The verification of inventory, except stock of coal at various ports, has been conducted at reasonable intervals by the management by an independent technical agency.

(b) The procedures of physical verification of inventory lying at multi locations followed by the management are reasonable but require to be strengthened, considering the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) In respect of Loan given:-

(a) The Company has granted unsecured loans to ONE party covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs. 24,18,108/- and the year-end balance of such loans Rs. 11,72,390/-.

(b) In respect of the above loans given, the rate of interest in our opinion, is not prima facie prejudicial to the interest of the Company.The above unsecured loan was granted without any stipulations with regard to other terms and conditions and hence we are unable to comment as to whether the other terms and conditions are prima facie prejudicial to the interest of the Company.

(c ) In respect of the regularity on the repayment of principal and interest of the above unsecured loans, we are unable to comment as to whether the repayment of principal amount and the payment of interest is as stipulated, as no terms of repayment have been stipulated.

(d) Reporting on whether the above unsecured loans are overdue does not arise as no terms of repayment have been stipulated.

In respect of Loan taken:-

(e) The Company has taken unsecured loans from FOUR parties which are covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs.4,42,26,94,327/- and year-end balance is Rs. 2,14,43,60,354 /-.

(f) In respect of the above loans taken, the rate of interest in our opinion,is not prima facie prejudicial to the interest of the company. The above unsecured loans were granted without any stipulations with regard to other terms and conditions and hence we are unable to comment as to whether the other terms and conditions are prima facie prejudicial to the interest of the Company.

(g) In respect of the above loans taken, the terms of repayment have not been stipulated and hence we are unable to comment as to whether repayment of principal amount and payment of interest is as stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services except stated s.no (ii).

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

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company did not carry out any internal audit during the year.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues towards income-tax, sales-tax, service-tax, custom duty, excise duty, cess and other material statutory dues have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases.

(b) Undisputed amounts payable in respect thereof, which were outstanding, at the year- end for a period of more than six months from the date they became payable are as follows:

Name of the Nature of dues Amount in Rs Period to which Statute it relates

West Bengal CST 1,69,06,924 VAT Act vAT 1,50,30,506 Upto September, Orissa VAT VAT 1,38,48,194 2013 Act

Income Tax Income tax 54,40,751 AY2010-11 Act payment dues

1,11,80,654 AY 2012-13

Service Tax Service Tax 11,66,755 Upto September, 2013

Name of the Due Date Date of Statute payment

West Bengal Various - VAT Act Various - Orissa VAT Various - Act

Income Tax 30-Sep-2011 Rs.15 Lacs on Act 30-Apr-14

30-Sep-2012 -

Service Tax Various - (c) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except mentioned below:-

Name of the Statute Nature of dues Amount in Rs Period to which it relates

6,63,47,152 AY 2010-11 Income Tax Act Income Tax 23,84,17,370 AY 2011-12

Name of the Statute Forum wheredispute is pending

CIT (A) Income Tax Act CIT (A)

(x) In our opinion, the Company''s accumulated losses are less than 50% of its net worth as at the end of the financial year. Further the Company has incurred cash losses amounting to Rs. 20,44,85,389/- in the current year and Rs. 37,51,94,950/- in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, in the following instances the Company have defaulted in repayment of dues to banks during the year:

Name of the Bank Due on Amount due Paid on

Indian Overseas Bank 30-Jun-13 45,25,000 29-Sep-13

30-Sep-13 45,25,000 03-Dec-13

31-Dec-13 45,25,000 31-Mar-14

31-Mar-14 45,25,000 Not paid

State Bank of Hyderabad 30-Jun-13 50,00,000 17-Sep-13

18-Sep-13

30-Sep-13 50,00,000 30-Oct-13

31-Dec-13 50,00,000 06-Mar-14

10-Mar-14

11-Mar-14 12-Mar-14

14-Mar-14

15-Mar-14

17-Mar-14

18-Mar-14

31-Mar-14 50,00,000 Not paid

State Bank of India 30-Jun-13 1,00,00,000 29-Aug-13

30-Sep-13 1,00,00,000 26-Nov-13 05-Dec-13

31-Dec-13 1,00,00,000 07-Feb-14

31-Mar-14 1,00,00,000 Not paid

Union Bank of India 30-Jun-13 50,00,000 14-Sep-13

30-Sep-13 50,00,000 30-Nov-13

31-Dec-13

31-Dec-13 50,00,000 10-Mar-14

19-Mar-14

31-Mar-14 50,00,000 21-Mar-14

Balance of Rs. 45,21,417/- has not yet been paid

Name of the Bank Amount Delay in days Indian Overseas Bank 45,25,000 91

45,25,000 64

45,25,000 90

Not paid Not paid

State Bank of Hyderabad 5,00,000 79

45,00,000 80

50,00,000 30

8,00,000 65

5,00,000 69

5,00,000 70 10,00,000 71

5,00,000 73

5,00,000 74

5,00,000 76

700,000 77

Not paid Not paid

State Bank of India 1,00,00,000 60

20,00,000 57 80,00,000 66

1,00,00,000 38

Not paid

Union Bank of India 50,00,000 76

26,00,000 61

24,00,000 92

48,00,000 69

2,00,000 78

4,78,583 0

Balance of Rs. 45,21,417/- has not yet been paid

Further the company does not have any due to financial institution or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion and according to the information given to us, the terms and conditions on which the Company has given guarantees for loans taken by related parties for a sum of Rs.2,11,68,98,000/- from banks, are not prima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has not availed new term loans. Accordingly the provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has made preferential allotment of Cumulative redeemable preference shares to ONE party covered in the register maintained under section 301 of the Act. In our opinion, price at which the Cumulative redeemable preference shares have been issued is not prejudicial to the interest of the company.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

For Sreedhar, Suresh & Rajagopalan Chartered Accountants Firm Registration No: 003957S

S. Subramaniam Place : Chennai Partner Date : May 19, 2014 Membership No. 025433

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Emphasis of Matter

We draw attention of the shareholders for the followings:

a) Note 14 of Notes to Financial Statements relating to the cost of leasehold land amounting to Rs.2,46,37,289/- as part of its fixed assets. This leasehold land registered in the name of Ennore Power and Coke Private Limited, was included in the Company''s books pursuant to the business transfer agreement in May 2006, 100% investment in the shares by the company in January 2009 and subsequent approval of merger of Ennore Power and Coke Private Limited with the company, by the High Court of Madras effective April 01, 2008. The Company has filed an application for transfer of leasehold land to the Company''s name upon merger with the relevant authority which is pending approval.

b) Note No 31 of Notes to Financial Statements regarding non-availability of confirmation of balances relating to certain Trade Receivables, Loans and Advances,Trade Payables, Advances received from Customers and Stocks lying inports.

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payableby the Company.

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification 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) In our opinion, a substantial part of fixed assets has not been disposed-off during the year.

(ii) (a) The verification of inventory, except stock of coal at various ports, have been conducted at reasonable intervals by the management by an independent technical agency.

(b) The procedures of physical verification of inventory lying at multi locations followed by the management are reasonable but require to be strengthened, considering the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However the Company has identified certain slow moving/obsolete stocks and has written off the same during the year amounting to Rs. 2,08,91,984/-.

(iii) (a) The Company has not granted any unsecured loans to parties covered in the register maintained under section 301 of the companies Act, 1956. Hence provisions of the clauses (iii)(b), (c), (d) of paragraph 4 are not applicable to the company.

(b) The Company has taken unsecured loans from three companies which are covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 249,91,68,505/- and year- end balance is Rs. 230,54,80,723/-.

(c ) In respect of the above loans taken the rate of interest, in our opinion,is not prima facie prejudicial to the interest of the company. The above unsecured loans were granted without any stipulations with regard to other terms and conditions and hence we are unable to comment as to whether the other terms and conditions are prima facie prejudicial to the interest of the Company.

(d) In respect of the above loans taken, the terms of repayment have not been stipulated and hence we are unable to comment as to whether repayment of principal amount and payment of interest is as stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services except stated earlier.

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

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company did not carry out any internal audit during the year.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues towards income-tax, sales-tax, service-tax, custom duty, excise duty, cess and other material statutory dues have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases.

(c) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company has accumulated losses is more than 50% of its net worth as at the end of the financial year. Further the Company has incurred cash losses in the current year amounting to Rs.37,51,94,950/ -but no cash losses were incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, in the following instances the Company have defaulted in repayment of dues to banks during the year.

Further the company does not have any due to financial institution or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion and according to the information given to us , the terms and conditions on which the Company has given guarantees for loans taken by related parties for a sum of Rs 205,97,93,000/- from banks, are not prima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has not availed new term loans. Accordingly the provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

For Sreedhar, Suresh & Rajagopalan

Chartered Accountants

Firm Registration No: 003957S

S. Subramaniam

Place :Chennai Partner

Date :May 29, 2013 Membership No. 25433

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Ennore Coke Limited, (the 'Company') as at March 31, 2012, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Attention is drawn to:

(a) Note 11of Notes to Financial Statements relating to the cost of leasehold land amounting to Rs.24,637,289 as part of its fixed assets. This leasehold land registered in the name of Ennore Power and Coke Private Limited, was included in the Company's books pursuant to the business transfer agreement in May 2006, 100% investment in the shares by the company in January 2009 and subsequent approval of merger of Ennore Power and Coke Private Limited with the company, by the High Court of Madras effective April 01, 2008. The Company has filed an application for transfer of leasehold land to the Company's name upon merger with the relevant authority which is pending approval.

(b) Note No 26 of Notes to Financial Statements regarding non availability of confirmation of balances relating to certain Trade Receivables, Trade Payables, Loans and Advances, Unsecured Loans payable, Fixed deposit with Banks and Stocks lying with third parties.

5. We report that, we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The financial statements dealt with by this report are in agreement with the books of account;

(d) On the basis of written representations received from the directors, as on March 31,2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and subject to:

Other income for the year ended 31 March 2012 includes net revenue aggregating to Rs.68,23,734/- arising on account of sales and purchases of goods with certain parties where certain information including confirmations were not made available.

Had such confirmations and information were made available, these sales and purchases would have been included under the respective heads. However this treatment does not have any impact on the profits of the company.

give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) The Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification 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) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) Verification of inventory (except stock of coke lying with a third party for a sum of Rs.3,16,28,838/- and Stock of Coal at Kandla Port for a sum of Rs 2,21,65,909/-) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory lying at multi locations followed by the management are reasonable but require to be strengthened, considering the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs.6,76,34,521/- and the year-end balance of such loans Rs 69,22,059/-

(b) In our opinion the unsecured loans were granted without any stipulations with regard to the repayment of principal and interest , we are unable to comment on whether the rate of interest, repayment terms with regard to the principal and the interest are prima facie prejudicial to the interest of the Company.

(c ) In respect of the regularity on the repayment of principal and interest of the above unsecured loans, we are unable to comment as to whether the repayment of principal amount and the payment of interest is as stipulated , as no terms of repayment have been stipulated.

(d) Reporting on whether the above unsecured loans are overdue does not arise as no terms of repayment have been stipulated.

(e) The Company has taken a unsecured loan from a company which is covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs.1,46,44,06,472/-and year-end balance is Rs 1,31,57,00,059/-.

(f) In respect of the above loans taken the rate of interest is not prejudicial to the company.

(g) In respect of the above loans taken, the terms of repayment have not been stipulated and hence we are unable to comment as to whether repayment of principal amount and payment of interest is as stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services except stated earlier.

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

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company did not carry out any internal audit during the year.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of Company's products. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues towards income- tax, sales-tax, service-tax, custom duty, excise duty, cess and other material statutory dues have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases.

(b) Undisputed amounts payable in respect thereof, which were outstanding, at the year- end for a period of more than six months from the date they became payable are as follows:

(xv) In our opinion and according to the information given to us , the terms and conditions on which the Company has given guarantees for loans taken by related parties for a sum of Rs 202,74,65,000/- from banks, are not prima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has not availed new term loans. Accordingly the provisions of clause 4(xvi) of the Order are not applicable.



Name of the Nature of dues Amount in Rs Period to which Due Date Date of Statute it relates payment

23,08,866/- 2009-10

West Bengal Works Contract tax 343,221/- 2010-11 Various - VAT Act 1,08,252/- 2011-12

Income Tax Act Tax Deducted at 1,86,159/- A.Y 2012-13 Various - source

Income Tax Act Tax on regular 1,44,849/- A.Y 2009-10 19.12. 2011 - Assessment

Self Asst Tax 3,87,59,363/- A.Y 2011-12 30.09. 2011 -

Advance tax 13,46,250/- A.Y 2012-13 15.06. 2011 -

Advance Tax 26,92,500/- A.Y 2012-13 15.09. 2011 -

(c) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution, bank or to debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

For Sreedhar, Suresh & Rajagopalan

Chartered Accountants Firm Registration No: 003957S

S. Subramaniam

Place : Chennai Partner

Date : May 22, 2012 Membership No. 25433

---

Mar 31, 2011

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

2. Except as explained in the paragraph 5, we conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Without qualifying our opinion, we draw your attention to note 5 in Schedule 19, relating to the Company's inclusion of the cost of leasehold land amounting to Rs.24,637,289 as part of its fixed assets. This leasehold land, registered in the name of Ennore Power and Coke Private Limited, was included in the Company's books pursuant to the

Business transfer agreement in May 2006, 100% investment in the shares in January 2009 and subsequent approval of merger with Ennore Power and Coke Private Limited by the High Court of Madras effective April 01, 2008. The Company has filed an application for transfer of leasehold land to the Company's name upon merger with the relevant authority which is pending approval.

5. (a) We report that other income for the year ended

31 March 2011 include net revenue aggregating to Rs. 129,345,310, arising on account of sales / purchases of goods with certain parties. However, as certain information including confirmations was not made available for our audit, we could not perform adequate audit procedures in respect of the above and other associated items of costs and related assets and liabilities. Had we been able to perform necessary audit procedures on the above transactions, matters might have come to our attention indicating that adjustments, if any, might be necessary to the financial statements.

(b) We report that the Company is in the process of obtaining confirmations and performing reconciliation in respect of receivables from / payables, including unsecured loans to certain parties aggregating to Rs. 17,153,377 and Rs. 524,429,150 respectively as of 31 March 2011. Pending outcome of this process, no adjustments were made to the carrying values of these amounts for the year ended 31 March 2011.

6. Further to our comments in the annexure referred to above, we report that:

(a) Except as explained in the paragraph 5, we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The financial statements dealt with by this report are in agreement with the books of account;

(d) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and subject to paragraph 5, give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

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

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

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

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification 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) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) Physical verification of inventory (except stocks lying with third parties, confirmations for which have been obtained and stocks in transit) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory 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 and no material discrepancies were noticed on physical verification.

(iii)(a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to (d) of the Order are not applicable

(e) The Company has taken loan from two companies covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 1,291,825,494 and the year-end balance was Rs 1,019,143,423

(f) In respect of loans taken, the rate of interest and other terms and conditions have not been stipulated and hence we are unable to comment upon the rate of interest and other terms and conditions is as stipulated.

(g) In respect of the above loan taken, the terms of repayment have not been stipulated and hence we are unable to comment as to whether repayment of principal amount and payment of interest is as stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services except for cer tain transactions that referred to in paragraph 5(a) of Auditors' report.

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

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion, requires to be further enhanced to be commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of Company's products. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix)(a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in large number of cases. Undisputed amounts payable in respect thereof, which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows

Name of the Nature of Amount Period to Due Date statute the dues (Rs) which the date of Pay- amount ment relates

West Bengal Works 2,308,871 2009-2010 Various -

VAT Act contract Tax 121,066 2010-2011 dates -

Income tax act Tax 239,269 2010-2011 Various - Deducted dates at source

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution, bank or to debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No. 001076N

per Sumesh E S

Place :Chennai Partner

Date : 24th May 2011 Membership No. 206931

---

Mar 31, 2010

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

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

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

4 Without qualifying our opinion, we draw your attention to note 4 and note 5 in Schedule 19, relating to the Companys inclusion of the cost of leasehold land amounting to Rs.24,637,289 as part of its fixed assets. This leasehold land, registered in the name of Ennore Power and Coke Private Limited, was included in the Companys books pursuant to the Business transfer agreement in May 2006, 100% investment in the shares in January 2009 and subsequent approval of merger with Ennore Power and Coke Private Limited by the High Court of Madras effective April 01, 2008. The Company has filed an application for transfer of leasehold land to the Companys name upon merger with the relevant authority which is pending approval.

5 Further to our comments in paragraph 4 above and our comments in the Annexure referred 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 those books;

c The financial statements dealt with by this report are in agreement with the books of account;

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

e In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Act and the Rules framed there under and 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, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF ENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2010.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. In respect of assets at Haldia manufacturing plant that commenced the operation during the year the asset-wise break up are being complied.

(b) Fixed assets were physically verified by the management during the year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. Also refer note no. 4 in Schedule 19 regarding transfer of leasehold land to the Companys name upon merger.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) Physical verification of inventory (except stocks lying with third parties, confirmations for which have been obtained and stocks in transit) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory 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 and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to (d) of the Order are not applicable

(e) The Company has taken a loan from a company covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 305,074,342 and the yearend balance was Rs 305,074,342

(f) We are not in a position to comment upon the interest and other terms and conditions of the above loan taken by the Company, as these have not been stipulated.

(g) In respect of the above loan taken, the terms of interest and repayment have not been stipulated and hence we are unable to comment as to whether repayment of principal amount and payment of interest is as stipulated.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. No services have been rendered by the Company during the year. Though major weakness had been noticed in the internal control system for the purchase of inventory and for the sale of goods in the previous yearbut during the year under audit no major weakness has been noticed.

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

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion, requires to be further enhanced to be commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of Companys products. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) The Company has defaulted in repayment of dues to banks. The term loan amounting to Rs 24,525,000 became due for repayment on March 31,2010 has not been repaid. The Company has no dues payable to a financial institution or debenture holders during the year.

(xii) In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by a Company, which is a related party from banks are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix)The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

14.Disclosures under Listing Agreement

As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10th January, 2003, the following disclosure has been made:

- Loans and advances in the nature of loans to subsidiaries: Nil.

- Loans and advances in the nature of loans to associates: Nil.

- Loans and advances in the nature of loans to firms/companies in which directors are interested: Nil.

- Investments by Loan in the shares of the Company as on 31st March 2010: Nil.

15.Previous years figures have been reclassified/ regrouped wherever necessary to conform to the classification for the current year. Further the Company has commercial operation in the current year and therefore the numbers for the current year are not directly comparable with those of the previous year.

16.The Company is engaged in the business of manufacturing and trading of coke/coal, which as per Accounting Standard 17 on "Segment Reporting" is considered to be the only reportable business segment. The Company is operating in India which is considered as a single geographical segment.



For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No. 001076N

Per Mohan Ramakrishna

Place : Chennai Partner

Date : 21 May 2010 Membership No. 027628