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Auditor Report of GPT Infraprojects Ltd.

Mar 31, 2017

Independent Auditor''s Report

To the Members of GPT Infraprojects Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of GPT Infraprojects Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, 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, in which are incorporated the returns for the year ended on that date, audited by the branch auditors of the Company''s branch at Mozambique.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 and Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Basis for qualified opinion

Attention is invited to note 27(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables, all classified by management as current, on certain completed construction contracts aggregating Rs, 3,895.08 lacs, which are yet to be billed / realized by the Company and that are largely outstanding for more than 3 years. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid balances being carried forward or their classification as current in these standalone financial statements including the extent of recoverability of the above asset balances, the period over which these are expected to be recovered and any other consequential impact that may arise in this regard.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 March 31, 2017, of its profit and its cash flows for the year ended on that date.

Emphasis of Matter

a) Attention is drawn to note no. 27(B) of the standalone financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer and the uncertainty on recoverability of net assets aggregating Rs, 1,971.95 lacs as at March 31, 2017.

b) Attention is drawn to note no. 27(D) of the standalone financial statements regarding the uncertainty on recoverability of Company''s investment aggregating Rs, 687.13 lacs in respect of a joint venture operation, wherein the underlying projects is completed and as represented to us, the management of the joint venture operation has initiated arbitration proceedings for recovery of dues.

c) Attention is drawn to note no. 27(E) of the standalone financial statements regarding the uncertainty on recoverability of Company''s investment aggregating Rs, 1,117.71 lacs in respect of a joint venture operation, wherein the underlying project is completed and as represented to us, the management of the joint venture operation has filed a claim on the customer for recovery of its dues.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and, except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) Except for the possible effects of the matter described

in the Basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit has been received from branch not visited by us;

(c) The report on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by branch auditor has been sent to us and have been properly dealt by us in preparing this report;

(d) 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 and with the returns received from branch not visited by us;

(e) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, 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 and the Companies (Accounting Standards) Amendment Rules, 2016;

(f) The matters described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraphs above, in our opinion, may have an adverse effect on the functioning of the Company;

(g) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;

(h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(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 2" to this report;

(j) 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 27(A) and 27(B) to the standalone financial statements;

ii. Except for the possible effects of the matter described in the Basis of Qualified Opinion paragraph, 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. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in Note 43 to these standalone financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management.

Other Matter

We did not audit financial statements of the Company''s joint ventures, whose financial statements reflect the Company''s share of Rs, 352.51 lacs in the net profit of the joint ventures for the year ended March 31, 2017. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of profit of these joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.

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

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

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company.

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

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

(b) The Company has granted loans to two bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. The schedule of repayment of principal and payment of interest has been stipulated for the loans granted. However, as informed, such principal / interest has not fallen due during the year.

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

(iv) In our opinion and according to the information and explanations given to us and based on legal opinion obtained by the Company, provisions of Sections 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given, have been complied with by the company.

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

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

(vii) (a) Undisputed statutory dues in respect of sales tax, wealth tax, customs duty and value added tax have generally been regularly deposited with the appropriate authorities. However, dues for provident fund, employees'' state insurance, income-tax, service tax, excise duty, and other material statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues which were

Name of the Statute

Nature of Dues

Amount (Rs, in lacs)

Period to which the amount relates

Due date

Date of Payment

Income Tax Act, 1961

Income tax deducted at source

0.10

April''16 -August''16

May''16 - September''16

Not yet paid

Income Tax Act, 1961

Dividend Distribution Tax

66.09

February''16 -August''16

February''16 - August''16

Not yet paid

Finance Act, 1994

Service Tax

33.24

July''16 - August''16

August''16 - September''16

6th April 2017

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

Name of the

Nature of Dues

Amount

Period to which the

Forum where dispute is

Statute

(Rs, in lacs)

amount relates

pending

Finance Act, 1994

Service tax levied on Goods Transport Agency services

0.72

2008-09

Commissioner of Central Excise (Appeal), Kolkata

Central Excise Act,

Modvat Credit disallowed for

92.16

1991 - 92

Customs, Excise and

1944

subsequent endorsement of third party invoice in favour of the Company

Service Tax Appellate Tribunal, Kolkata

Central Excise Act,

Claim of excess refund granted

6.35

2008-09 and

Customs, Excise and

1944

towards descalation in prices of sleeper

2009-10

Service Tax Appellate Tribunal, Kolkata

Central Excise Act,

Penalty against short payment of

1.63

2011-12

Commissioner of Central

1944

excise duty

Excise (Appeal), Kolkata

Central Excise Act,

Cenvat Credit disallowed

5.73

2011-12

Commissioner of Central

1944

Excise (Appeal), Kolkata

Central Excise Act,

Disallowance of Input Credit on

3.19

2008-09 to 2013-14

Commissioner of Central

1944

Consumption of Welding Electrodes

Excise (Appeal), Kolkata

West Bengal Value

Various disallowances of labour,

1,132.85

2009-10 to 2013-14

West Bengal Appellate

Added Tax Act,

supervision charges, payments to

Forum, Kolkata and West

2003

subcontractors, works contract tax, etc. from Taxable Contractual Transfer Price, and part disallowance of input tax credit, export sales and late fees.

Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

Central Sales Tax

Central sale tax levied on

4.35

2011-12

West Bengal

Act, 1956

reimbursement of inspection and freight charges and on pending C forms.

Commercial Taxes Appellate & Revisional Board, Kolkata

Central Sales Tax

Central sale tax levied on stock

75.16

2012-13 and

West Bengal

Act, 1956

transfer to branch

2013-14

Commercial Taxes Appellate & Revisional Board, Kolkata

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures or dues in respect of a financial institution or to government during the year.

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

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

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

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

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

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

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

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

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

We have audited the internal financial controls over financial reporting of GPT Infraprojects Limited ("the Company") as of March 31, 2017, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

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

An 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 judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2017:

a) The Company''s internal financial controls for evaluation of recoverability of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts were not operating effectively as on March 31, 2017, which could potentially result in the Company not recognizing appropriate provision in the financial statements in respect of receivables that are doubtful of recovery.

b) The Company''s internal financial controls for classification of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts as current were not operating effectively as on March 31, 2017, which could potentially result in the Company not appropriately classifying the above receivables as non-current.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, such internal financial controls over financial reporting were operating effectively as of March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of GPT Infraprojects Limited, which comprise the Balance Sheet as at March 31, 2017, and the related 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. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 standalone financial statements of GPT Infraprojects Limited and this report does not affect our report dated May

23, 2017, which expressed a qualified opinion on those financial statements.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar

Place of Signature: Kolkata Partner

Date: May 23, 2017 Membership Number: 055596


Mar 31, 2016

To

The Members of GPT Infraprojects Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of GPT Infraprojects Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2016, 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, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branch at Mozambique.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Basis for qualified opinion

Attention is invited to note 27(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables, all classified by management as current, on certain significantly completed construction contracts aggregating Rs,3,530.33 lacs, which are yet to be billed / realized by the Company and that are largely outstanding for more than 3 years. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid balances being carried forward or their classification as current in these standalone financial statements including the extent of recoverability of the above asset balances, the period over which these are expected to be recovered and any other consequential impact that may arise in this regard.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 March 31, 2016, of its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, attention is drawn to note no. 27(B) of the standalone financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer and the uncertainty on recoverability of net assets aggregating H1,922.06 lacs as at March 31, 2016.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and, except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us;

(c) The report on the accounts of the foreign project site of the Company audited under section 143 (8) of the Act by the branch auditor has been sent to us and have been properly dealt by us in preparing this report;

(d) 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 and with the returns received from the branch not visited by us;

(e) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, 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;

(f) The matter described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraph, in our opinion, may have an adverse effect on the functioning of the Company;

(g) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;

(h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(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 2” to this report;

(j) 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 27(A) and 27(B) to the 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. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Other Matters

1. We did not audit financial statements of the Company''s joint ventures, whose financial statements reflect the Company''s share of H119.03 lacs in the net loss of the joint ventures for the year ended March 31, 2016. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of loss of the joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.

2. The accompanying standalone financial statements include total assets of H560.17 lacs as at March 31, 2016, and loss before tax of H326.82 lacs for the year ended on that date, in respect of a foreign project site, which has been audited by the branch auditor, which financial statements, other financial information and auditor''s reports have been furnished to us. Our opinion, in so far as it relates to amounts and disclosures included in respect of this foreign project site is based solely on the report of such branch auditors. Our opinion is not qualified in respect of this matter.

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

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

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

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

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

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

(b) The above loans and interest thereon were repayable on demand. As informed, the loans were fully received as and when demanded and thus, there was no default on part of the borrowers. We have been informed that borrowers were regular in payment of interest on such loans.

(c) The loans granted, as mentioned above, have been fully repaid as on the balance sheet date and as such, there are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 outstanding for more than ninety days as at the balance sheet date.

Name of the Statute

Nature of Dues

Amount (Rs in lacs)

Period to which the amount relates

Due date

Date of Payment

Income Tax Act, 1961

Income tax deducted at source

23.89

February ''15- August ''15

March ''15 - September ''15

Not yet paid

Income Tax Act, 1961

Dividend Distribution Tax

24.72

February ''15

February ''15

Not yet paid

Income Tax Act, 1961

Income tax collected at source

0.69

January ''14 - July ''15

February ''14 - August ''15

Not yet paid

Finance Act, 1994

Service Tax

5.41

May ''14 - August ''15

June''14 - September''15

Not yet paid


(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits from the public.

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

(vii) (a) Undisputed statutory dues in respect of sales tax, wealth tax, customs duty and value added tax have generally been regularly deposited with appropriate authorities. However, such dues in respect of provident fund, employees'' state insurance, income-tax, service tax, excise duty, and other material statutory dues have not been regularly deposited with appropriate authorities and there have been serious delays in large number of cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures or dues in respect of a financial institution or to government during the year.

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

Name of the Statute

Nature of Dues

Amount (Rs,in lacs)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act, 1944

MODVAT Credit disallowed for subsequent endorsement of third party invoice in favour of the Company

92.16

1991-92

Commissioner of Central Excise (Appeal), Kolkata

Central Excise Act, 1944

Disallowance of Input Credit on Consumption of Welding Electrodes from FY 2008-09 to 2013-14

3.19

2008-09

2009-10

2010-11 2011-12

2012-13

2013-14

Commissioner of Central Excise (Appeal), Kolkata

West Bengal Value Added Tax Act, 2003

Various Disallowances of Labour, Supervision charges, payments to subcontractors, works contract tax, etc. from Taxable Contractual Transfer Price, export sales and part disallowance of input tax credit

874.35

2009-10

2010-11 2011-12 2012-13

West Bengal Appellate Forum, Kolkata and West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata

Central Sales Tax Act, 1956

Central sale tax levied on reimbursement of inspection and freight charges and on pending C forms

4.35

2011-12

West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata

Central Sales Tax Act, 1956

Central Sales tax levied on stock transfer to branch at Arunachal Pradesh

47.70

2012-13

West Bengal Appellate Forum, Kolkata

Central Excise Act, 1944

Excise duty levied on excess consumption of SGCI inserts

0.41

2006-07

Commissioner of Central Excise (Appeal), Kolkata

Finance Act, 1994

Service tax levied on Goods Transport Agency services

0.72

2008-09

Commissioner of Central Excise (Appeal), Kolkata

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

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

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

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

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

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

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

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

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

We have audited the internal financial controls over financial reporting of GPT Infraprojects Limited ("the Company”) as of March 31, 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the Company''s internal financial controls over financial reporting as at March 31, 2016:

a) The Company''s internal financial controls for evaluation of recoverability of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts were not operating effectively as on March 31, 2016, which could potentially result in the Company not recognizing appropriate provision in the financial statements in respect of receivables that are doubtful of recovery.

b) The Company''s internal financial controls for classification of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts as current were not operating effectively as on March 31, 2016, which could potentially result in the Company not appropriately classifying the above receivables as non-current.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2016, 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, and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting were operating effectively as of March 31, 2016.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of GPT Infraprojects Limited, which comprise the Balance Sheet as at March 31, 2016, and the related 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. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of GPT Infraprojects Limited and this report does not affect our report dated May 25, 2016, which expressed a qualified opinion on those financial statements.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E / E300005

per Bhaswar Sarkar

Place of Signature: Kolkata

Partner

Date: May 25, 2016 Membership Number: 55596


Mar 31, 2015

We have audited the accompanying standalone financial statements of GPT Infraprojects Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company's branch at Mozambique.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Basis for qualified opinion

Attention is invited to note 27(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables on certain significantly completed construction and supply contracts aggregating Rs. 3,645.91 lacs, which are yet to be billed/ realised by the Company and that are largely outstanding for more than 2 years. Due to the uncertainty over the eventual billings/ collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid transactions being carried forward in these financial statements including the extent of recoverability of the above asset balances and any other consequential impact that may arise in this regard.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above,the attached 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 March 31,2015, of its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, attention is drawn to note no. 27(B) of the standalone financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer and the uncertainty recoverability of net assets aggregating Rs. 1,866.83 lacs as at March 31,2015.Our opinion is not qualified in respect of this matter.

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 paragraphs 3 and 4 of the Order.

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

(a) We have sought and, except for the matters described in the Basis for Qualified Opinion and Emphasis of Matter paragraphs above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, 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 report on the accounts of the foreign project site of the Company audited under section 143 (8) of the Act by the branch auditor has been sent to us and have been properly dealt by us in preparing this report;

(d) 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 and with the returns received from branches not visited by us;

(e) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, 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;

(f) The matters described in the Basis for Qualified Opinion and Emphasis of Matter paragraphs above and paragraph (vii) of the attached Annexure as referred to in paragraph 1 above, in our opinion, may have an adverse effect on the functioning of the Company;

(g) 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 Companies Act, 2013;

(h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(i) 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 27(A) and 27(B) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 35 to the financial statements;

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

Other Matters

1. We did not audit financial statements of the Company's joint ventures, whose financial statements reflect the Company's share of Rs. 431.73 lacs in the net profit of the joint ventures for the year ended March 31, 2015. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of profit of the joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.

2. We did not audit total assets of Rs. 1,096.90 lacs as at March 31, 2015, total revenues of Rs. 321.02 lacs, profit before tax '303.38 lacs and net cash outflows amounting to '5.03 lacs for the year then ended, included in the accompanying financial statements in respect of a foreign project site not visited by us, whose financial statements and other financial information have been audited by another auditor and whose report has been furnished to us. Our opinion, in so far as it relates to the affairs of such foreign project site is based solely on the report of another auditor. Our opinion is not qualified in respect of this matter.

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Gpt Infraprojects Limited as at and for the year ended March 31, 2015

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for Steel Shutterings at the various construction sites of the Company.

(b) All fixed assets have not been physically verified by the management during the year but there is a planned programme of verifying each item of fixed assets once in three years 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.

(ii)(a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 their physical verification.

(iii) (a) The Company has granted loans to two Companies, including a wholly owned subsidiary, covered in the register maintained under section 189 of the Companies Act, 2013. The maximum amount involved during the year for such loans granted was Rs. 2,800 lacs and the year-end balance was Rs. 316.68 lacs. The loans granted and interests thereon are repayable on demand. We have been informed that the Companies to whom loans have been granted are regular in repayment of principal and interest thereon whenever demanded.

(b) There is no overdue amount of loans granted to Companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

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

(vii) (a) Undisputed statutory dues including sales tax, wealth tax, customs duty value added tax have generally been regularly deposited with the appropriate authorities. However,such dues for provident fund, employees' state insurance, income-tax, service tax,excise duty, and other material statutory due have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues 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 dues Amount (Rs. in lacs)

Income Tax Act, 1961 Income tax deducted at source 81.29

Income Tax Act, 1961 Income tax collected at source 0.30

Finance Act, 1994 Service tax 77.22

Employees' Provident Employer and Employee 7.16 Funds and Miscellaneous contribution to provident Provisions Act, 1952 fund (including administrative charges)

West Bengal State Tax Profession tax 0.31 on Professions, Trades, Callings and Employments Act, 1979

Name of the statute Period to which Due date Date of the amount payment relates

Income Tax Act, 1961 March '14 to April '14 to Not yet August '14 September '14 paid

Income Tax Act, 1961 April'14,May'14 May'14,June'14 Not yet and August '14 and paid September'14

Finance Act, 1994 April '14 to May '14 to Not yet August '14 September '14 paid

Employees' Provident August'14 September'14 April 9, Funds and Miscellaneous 2015 Provisions Act, 1952

West Bengal State Tax August'14 September'14 Not yet on Professions, Trades, paid Callings and Employments Act, 1979

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

Name of the Nature of dues Amount statute (Rs.in lacs)

Central Interest and penalty on account of delay in 2.09 Excise Act, deposit of excise duty on escalation prices, 1944 sale of old and used moulds etc.

Central Modvat Credit disallowed for subsequent 92.16 Excise Act, endorsement of third party invoice in favour 1944 of the Company

Central Claim of excess refund granted towards 6.32 Excise Act, descalation in prices of sleeper 1944

Central Disallowance of Input Credit on Consumption 2.70 Excise Act, of Welding Electrodes from FY 2008 - 09 to 1944 2012 - 13

West Bengal Disallowance of Labour, Supervision charges, 649.11 Value Added payments to subcontractors, works contract Tax Act,2003 tax, etc. from Taxable Contractual Transfer Price and part disallowance of input tax credit. Disallowance of Export Sale, Late Fee, etc.

Central Sales Central sale tax levied on reimbursement 7.90 Tax Act,1956 of inspection and freight charges and on pending C forms.

West Bengal Disallowance of Works contracts tax included 21.21 Value Added in Taxable Contractual Transfer Price Tax Act,2003

Bihar Value Disallowance of Labour and Supervision 373.88 Added Tax charges, input VAT on purchases and part Act,2005 disallowance of input credit on entry tax etc.

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

Central 2004-05 Commissioner of Central Excise Act, 2006-07 Excise (Appeal), Kolkata 1944 2007-08 2008-09

Central 1991 - 92 Commissioner of Central Excise Act, Excise(Appeal), Kolkata 1944

Central 2008-09 Commissioner of Central Excise Act, 2009-10 Excise (Appeal), Kolkata 1944

Central 1991 - 92 Commissioner of Central Excise Act, Excise (Appeal), Kolkata 1944

West Bengal 2010-11 Additional Commissioner of Value Added 2011-12 Commercial tax (Appeal), Tax Act,2003 West Bengal and West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

Central Sales 2011-12 West Bengal Commercial Tax Act,1956 Taxes Appellate & Revisional Board, Kolkata

West Bengal 2009-10 West Bengal Commercial Value Added Taxes Appellate & Tax Act,2003 Revisional Board, Kolkata

Bihar Value 2011-12 Joint Commissioner Added Tax of Commercial Taxes(Appeals), Act,2005 Patna

(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, during the year in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) Without considering the consequential effects, if any, of the matters stated in the basis for qualified opinion paragraph of our auditors' report, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current financial year. The Company has not incurred cash losses in the immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any outstanding debentures or dues to a financial institution.

(x) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by a subsidiary company from banks, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from financial institutions.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these loans were obtained except for a term loan of Rs. 2,000 lacs received during the year, out of which Rs. 1,064 lacs has been temporarily utilized by the Company for advancing loans to its group Companies including a wholly owned subsidiary.

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

For S.R. Batliboi& CO. LLP Chartered Accountants ICAI Firm Registration Number: 301003E

per Bhaswar Sarkar Partner Membership Number: 55596

Place: Kolkata Date: May 26, 2015


Mar 31, 2014

We have audited the accompanying financial statements of GPT Infraprojects 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''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 Companies Act, 1956 ("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 profit for the year ended on that date; and

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

Emphasis of Matter

We draw attention to note no. 45 of the financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer which is more fully explained in the said note. Our opinion is not qualified in respect of this matter.

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. Further the foreign project site at Mozambique has been audited by another auditor whose report has been forwarded to us and has been appropriately dealt with by us;

(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 notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

(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.

Other Matters

1) We did not audit financial statements of the Company''s joint ventures, whose financial statements reflect the Company''s share of Rs. 448.70 lacs in the net profit of the joint ventures for the year ended March 31, 2014. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of profit of the joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.

2) We did not audit total assets of Rs. 882.80 lacs as at March 31, 2014, total revenues of Rs. 86.52 lacs, profit before tax Rs. 66.06 lacs and net cash outflows amounting to Rs. 10.70 lacs for the year then ended, included in the accompanying financial statements in respect of a foreign project site not visited by us, whose financial statements and other financial information have been audited by another auditor and whose report has been furnished to us. Our opinion, in so far as it relates to the affairs of such foreign project site is based solely on the report of another auditor. Our opinion is not qualified in respect of this matter.

3) The financial statements of a joint venture which do not reflect any Company''s share of profit or loss for the year ended March 31, 2014 is based on the unaudited financial statements as certified by the management. Our opinion is not qualified in respect of this matter.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of GPT Infraprojects Limited as at and for the year ended March 31, 2014

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

(b) All fixed assets have not been physically verified by the management during the year but there is a planned programme of verifying each item of fixed assets once in three years 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 their physical verification.

(iii) (a) The Company has granted loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year for loan granted to such Company was Rs. 195 lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the Company.

(c) The loan granted and interest thereon is re-payable on demand. We have been informed that the Company has not demanded repayment of any such loan and interest during the year and thus, there has been no default on the part of the party to whichsuch loan has been provided as regards repayment of loan and interest.

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(f) and (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including, investor education and protection fund, customs duty, excise duty, sales-tax and wealth-tax, have been regularly deposited with the appropriate authorities. However, such dues for provident fund, employees'' state insurance, income-tax, service tax, and other material statutory dues have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious in most of the cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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

Name of the statute Nature of dues Amount (In,lacs) Central Excise Act Interest and penalty on account 2.09 of delay in deposit of excise duty on escalation prices, sale of old and used moulds etc.

Central Excise Act Modvat Credit disallowed for subsequent 92.16 endorsement of third party invoice in favour of the Company

Central Excise Act Claim of excess refund granted towards 6.32 descalation in prices of sleeper

West Bengal Sales Disallowance of Labour, Supervision charges, 479.97 Tax Act works contract tax, etc. from Taxable Contractual Transfer Price. Disallowance of Export Sale, Late Fee, etc.

West Bengal Sales Disallowance of Works contracts tax included 21.21 Tax Act in Taxable Contractual Transfer Price

Bihar Value Added Disallowance of Labour and Supervision 373.88 Tax Act charges, input VAT on purchases and part disallowance of input credit on entry tax etc.

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

Central Excise Act 2004-05 Commissioner of Central 2006-07 Excise (Appeal), Kolkata 2007-08 2008-09

Central Excise Act 1991 - 92 Commissioner of Central Excise (Appeal), Kolkata

Central Excise Act 2008-09 to Commissioner of Central 2009-10 Excise (Appeal), Kolkata

West Bengal Sales 2010-11 Additional Commissioner of Tax Commercial tax (Appeal), West Bengal

West Bengal Sales 2009-10 West Bengal Commercial Tax Act Taxes Appellate & Revisional Board, Kolkata Bihar Value Added 2011-12 Joint Commissioner of Tax Act Commercial Taxes (Appeals), Patna

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

(xi) Based on our audit procedures and as per the information and explanations given by the management, during the year the Company had delayed repayment of dues to banks to the extent of Rs. 2975.62 lacs (the delay in such repayments for more than 60 days being Rs. 13.01 lacs) and Rs. 16.31 lacs of such dues were outstanding as at the balance sheet date (such dues were not outstanding for period exceeding 60 days). During the year, the Company did not have any outstanding debentures or dues to a financial institution.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by certain subsidiary companies from banks, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company. According to the information and explanations given to us, the Company has not given any

guarantees for loans taken by others from financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these loans were obtained..

(xvii) According to 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 short-term basis have been used for long-term investment.

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

(xix) The Company did not have any outstanding debentures during the year.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S R B C & CO LLP Chartered Accountants Firm registration number: 324982E per Kamal Agarwal Partner Membership No.: 058652

Place : Kolkata Date : May 29, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GPT Infraprojects 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 principles generally accepted in India, including 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 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 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 profit for the year ended on that date; and

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

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. Further the foreign project site at Mozambique has been audited by another auditor whose report has been forwarded to us and has been appropriately dealt with by us;

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 Act;

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 appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Other Matters

We did not audit the financial statements of joint ventures, whose financial statements reflect the Company''s share of Rs. 639.63 lacs in the net profit of the joint ventures for the year ended March 31, 2013. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the share of profit of the joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.

We did not audit total assets of Rs. 780.27 lacs as at March 31, 2013 and total revenues of Rs. 151.53 lacs and net cash flows amounting to Rs. 4.07 lacs for the year then ended, net of eliminations, included in the accompanying financial statements in respect of a foreign project site, whose financial statements and other financial information have been audited by other auditors and whose report has been furnished to us. Our opinion, in so far as it relates to the affairs of such foreign project site is based solely on the report of other auditors. Our opinion is not qualified in respect of this matter.

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

(b) All fixed assets have not been physically verified by the management during the year but there is a planned programme of verifying each item of fixed assets once in three years 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) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 their physical verification.

(iii) (a) The Company has granted loan to a Company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year as well as the year-end balance of loans granted to such party was Rs. 195 lacs.

(b) The Company has made the above loan, without interest, to a wholly-owned subsidiary. According to the information and explanations given to us, and having regard to management''s representation that the interest free loan is given to a wholly- owned subsidiary in the interest of the Company''s business, the terms and conditions for such loan are not prima facie prejudicial to the interest of the Company..

(c) The loan granted is re-payable on demand. We are informed that the company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the party to whom the money has been lent. The loan given is interest free.

(d) There is no overdue amount of loan granted to a Company listed in the register maintained under section 301 of the Act.

(e) The Company had taken loan from a company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 575 lacs and the year- end balance of loans taken from such party was Rs. Nil.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the Company.

(g) In respect of loans taken, repayment of the principal amount was as stipulated and payment of interest has also been regular.

(iv) In our opinion and according to the information and explanations given to us, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of ontracts or arrangements referred to in section 301 of the Act hat need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposit from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year ended.

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

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank. There are no dues to financial institution and debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for loans taken by a subsidiary company from banks, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these loans were obtained.

(xvii) According to 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 short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to parties or companies covered in the register maintained under section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S R B C & CO LLP

Firm registration number: 324982E

Chartered Accountants

per Kamal Agarwal

Partner

Membership No.: 058652

Place : Kolkata

Date : May 24, 2013


Mar 31, 2012

1. We have audited the attached balance sheet of GPT Infraprojects Limited ('the Company') as at March 31, 2012 and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 the 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 (as amended) ('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 paragraphs 4 and 5 of the said Order.

4. We did not audit the financial statements of a foreign project site of the Company, whose financial statements (net of eliminations) reflect total assets of Rs 728.19 lacs as at March 31, 2012 and total revenue of Rs 145.82 lacs and net cash flows amounting to Rs 9.74 Lacs for the year then ended. These financial statements and other financial information of such foreign project site have been audited by other auditors whose report has been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the said foreign project site, is based solely on the report of other auditors.

5. We did not audit the financial statements of joint ventures, whose financial statements reflect the Company's share of Rs 553.92 lacs in the net profit of the joint ventures for the year ended March 31, 2012. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the share of profit of the joint ventures, is based solely on the reports of other auditors.

6. The financial statements of a joint venture, which reflects the Company's share of Rs 19.25 lacs in the net profit of the joint venture for the year ended March 31 2012, is based on the unaudited financial statements as certified by the management and our opinion, in so far as it relates to the share of profit of joint venture, is based on such unaudited financial statements.

7. Further to our comments in the Annexure referred to above,

we report that :

i. 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;

ii. 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. Further the foreign project site at Mozambique has been audited by another auditor whose report has been forwarded to us and has been appropriately dealt with by us;

iii. 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;

iv. In our opinion, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the 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 Companies Act, 1956;

vi. In our opinion and on consideration of reports of other auditors on separate financial statements and on the other financial information 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 :

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

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

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

(b) All fixed assets have not been physically verified by the management during the year but there is a planned program of verifying each item of fixed assets 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 to us, no material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 their physical verification.

(iii) (a) The Company has granted loan to a Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year as well as the year-end balance of loans granted to such party was Rs 185.50 lacs.

(b) The above loan which is interest free has been made to a wholly owned subsidiary company. According to the information and explanations given to us, and having regard to management's representation that such interest free loan is in the interest of the Company's business, it appears that the terms and conditions for such loan are not prima facie prejudicial to the interest of the Company.

(c) The loan granted is re-payable on demand. We are informed that the company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the party to whom the money has been lent. The loan given is interest free.

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section301 of the Companies Act, 1956.

(e) The Company had taken loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year as well as the year-end balance of loans taken from such party was Rs 165.54 lacs.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the Company.

(g) The loans taken are re-payable on demand. As informed to us, the lender company has not demanded repayment of such loan during the year, and thus, there has been no default on the part of the Company. No interest has become due for payment during the year.

(iv) In our opinion and according to the information and explanations given to us, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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



Name Nature of Dues Amount Period to Forum Where of the (Rs in which the dispute is statute lacs) amount pending relates (Financial Year)

Central Interest and penalty 2.09 2004-05 Commissioner of Excise on account of delay 2006-07 Central Excise Act in deposit of excise 2007-08 (Appeal), duty on escalation 2008-09 Kolkata prices, sale of old and used moulds etc.

Central Modvat Credit disall 92.16 1991-92 Commissioner of Excise -owed for subsequent Central Excise Act endorsement of third (Appeal), party invoice in Kolkata favour of the Company

Central Refund of excess 3.82 2011-12 The Hon'ble Excise rebate granted by the Joint Secretary, Act Maritime Commissioner, Ministry of Central Excise, Kolkata Finance, on export of goods Department of Revenue, New Delhi

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

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. There are no dues to debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for loans taken by certain subsidiary companies from banks, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these loans were obtained.

(xvii) According to 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 short-term basis have been used for long-term investment.

(xviii) The Company has made preferential allotment of shares during the year to a company covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which these shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company did not have any outstanding debentures during the year.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S R B C & Co.

Firm Registration Number: 324982E

Chartered Accountants

per Kamal Agarwal

Place : Kolkata Partner

Date : 26th May, 2012 Membership No.: 058652


Mar 31, 2010

1. We have audited the attached Balance Sheet of GPT Infraprojects Limited ('the Company') as at 31st March 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the 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 (as amended) 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 paragraphs 4 and 5 of the said Order

4. We did not audit the financial statements of a foreign project site of the Company, whose financial statements (net of eliminations) reflect total assets of Rs.76,136 thousands as at 31st March 2010, and total revenue of Rs.129,124 thousands and net cash flows amounting to Rs.(1,490) thousands for the year then ended. These financial statements have been audited by other auditors, whose report have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the said foreign project sites, is based solely on the reports of other auditor.

5. We did not audit the financial statements of the joint ventures, whose financial statements reflect the Company's share of Rs. 8,818 thousands on the net profit of the joint venture for the year ended 31st March 2010. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the share of profit of the joint ventures, is based solely on the report of other auditors.

6. We also did not audit the financial statements of a joint venture company, whose financial statements reflect the Company's share of Rs. 8,993 thousands on the net profit of the joint venture for the year ended 31st March 2010. The Company's share in net profit have been included under other income on the basis of unaudited financial statements as certified and furnished to us by the management.

7. Without qualifying our audit opinion, attention is drawn to Note No. 6 on Schedule 24 regarding payment of remuneration of Rs. 2,508 thousands to the relatives of directors which is pending approval of the central government as required under section 314 of the Companies Act, 1956.

8. As indicated in Note No.3a on Schedule 23, the Company, during the year has accounted for unbilled revenue of Rs.535,810 thousands in terms of Accounting Standard 7 on Construction Contracts which hitherto was being considered as a part of work in progress. Accordingly, the revenue from sales & services during the year has increased by Rs.535,810 thousands with corresponding decrease in work in progress as at 31st March 2010. However, the impact of above change on the Company's profit is not presently ascertainable.

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

i. 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;

ii. 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;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to the matter referred to in para 8 above, 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;

a) in the case of balance sheet, of the state of affairs of the Company as at 31st March 2010;

b) in the case of profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

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

b) All fixed assets were physically verified by the management in the previous 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.

c) There was no substantial disposal of fixed assets during the year.

ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

iii) a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses 4 (iii) (a) to (d) of the Order are not applicable.

b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses 4 (iii) (e) to (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, 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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

v) a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public.

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

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

ix) a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities though there have been delays in a few cases.

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

c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of Nature of Amount Period to which Forum where statute dues (Rs.) the amount relates dispute is (Financial year) pending

Income Tax Disallowance of 10,331,204 2003-04 CIT (A) - IV, Act, 1961 deductions 2005-06 Kolkata u/s 80 HHC, 2006-07 80IA, 40(a)(ia) and others

West Bengal Disallowance of 12,046,000 2005-2006 Sr. Joint VAT Act input tax credit 2006-2007 Commissioner and levy of purchase tax on purchases made from unregistered dealers

CST Act Non-submission 30,959,000 2005-2006 Sr. Joint of Forms C, D 2006-2007 Commissioner and H

Central Interest and 146,351 2004-05 CCE (A) - IV, Excise Act penalty on 2006-07 Kolkata account of delay 2007-08 in deposit of excise duty on escalation prices, sale of old and used moulds etc.

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

xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank.

xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xvii) According to 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 short-term basis have been used for long-term investment.

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

xix) The Company did not have any outstanding debentures during the year.

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

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Associates

Firm registration number: 101049W

Chartered Accountants

per Vikas Mehra

Place: Kolkata Partner

Dated : 22nd May 2010 Membership No. 94421


Mar 31, 2007

1. We have audited the attached Balance Sheet of GPT Infraprojects Limited, having its Registered office at Jeewansatya” DD-6, Salt Lake City, Kolkata-700064, as at 31 March 2007, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable

e) On the basis of the written representations received from the Directors, as on 31 March 2007, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2007, from being appointed as a 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 read with Notes appearing in Schedule "24”, 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 ;

1) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2007.

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

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

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

b) The fixed assets have been physically verified by the management at reasonable intervals during the year. 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) During the year, the Company has not disposed off substantial part the fixed assets. According to the information and explanations given to us, we are of the opinion that the sale of the said part of the fixed assets has not affected the going concern status of the Company.

ii) a) The inventory has been physically verified at reasonable intervals during the year by the management.

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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) a) The Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except to one of such companies amounting to Rs. 37.26 lakh at source at such rate of interest and other terms and conditions which are prima facie not prejudicial of the interest of the Company and the payment of principal amount and interest are regular.

b) The Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) The transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of rupees five 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 deposits from the public. Therefore the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public are not applicable to the Company. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) The Central Government has not prescribed any rules for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at 31.03.2007 outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Cess, which have not been deposited.

x) The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

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

xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors'' Report) (Amendment) Order, 2003, are not applicable to the Company.

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 Companies (Auditors'' Report) (Amendment) Order, 2004, are not applicable to the Company.

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

xvi) The Company has applied the funds raised by way of term loans towards the purposes for which they have been raised.

xvii) According to 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 short-term basis have been used for long-term investment.

xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act.

xix) According to the information and explanations given to us, the Company had not issued any debentures during the year under audit.

xx) The Company has not raised money by public issues during the financial year covered by our audit. Accordingly, the provisions of Clause 4(xx) of the Companies (Auditors'' Report)(Amendment) Order, 2004, are not applicable to the Company.

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

For S. M. Bengani & Co.

Chartered Accountants

Place : 187, Rabindra Sarani, C.A. H. L. Bengani F.C.A.

Kolkata - 700 007 Proprietor

Dated : 14 August 2007 Membership No. 07867

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