Auditor Report of GTV Engineering Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of GTV Engineering Ltd. ("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.

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profits and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report Order 2015) (The Order) issued by the Central Government of India in terms of Sub Section 11 of Section 143 (3) of the Act, We give in the annexure a statement on the matters specified in the Paragraph 3 & 4 of the order to the extent applicable

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

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

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

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

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

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

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

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

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

iii. The company does not need to deposit any fund to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956).

The Annexure referred to in our Independent Auditor's report to the members of the company on the Standalone Financial Statements for the year ended 31st March 2015 we report that

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that the management at reasonable intervals during the year has physically verified the fixed assets. No material discrepancies were noticed on such verification.

(b) All the assets have been physically verified by the management during the year according to programmers of periodic verification no material discrepancies were noticed on such verification , in our opinion this periodicity of physical verification is reasonable having regard to the size of company and the nature of its assets.

(c) According to the information and explanations given to us. During the year the company has not disposed off any Plant & Machinery.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. No discrepancies are noticed during physical verification.

(iii) (a) The company has not granted or taken any loan any unsecured loan from the parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore Paragraph III of the Order is not applicable to the company. (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control. (v) According to the information and explanations given to us, the company has not accepted any deposit from the Public during the year under audit. Therefore Paragraph VI of the Order is not applicable to the company. (vi) The provisions of maintenance of cost records under section 148 (1) of the Companies Act, 2013 are not applicable to the company. (vii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors' education protection funds, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. (b) According to the information and explanations given to us, there were no dues of sales tax, income tax, wealth tax , custom duty , excise duty, cess which have not been deposited on account of any dispute.

(c) The company does not need to deposit any fund to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956). (viii) There is no accumulated loss in the company. The company has not incurred any cash losses during the financial year covered by our audit. (ix) 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 institutions, bank or debenture holders. (x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. (xi) During the year the company has not availed any Term Loan. (xii) 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.

Place: Bhopal For RATH DINESH & ASSOCIATES

Date: 30th May 2015 Chartered Accountants

FRN: 008344C

Sd/-

Ajay Rath

(Partner)

M. No. 075111

---

Mar 31, 2014

We have audited the accompanying financial statements of GTV Engineering Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 Accounting Standards referred to in Section 211(3C) 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.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) order, 2003 issued by the Company Law Board in terms of sub-section (4A) of section 227 of the Companies Act 1956 and on the basis of such checks of the books and accounts as we considered appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

(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 accounts as required by law have been kept by the company so far as appears from our examination of such books.

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

(d) In our opinion and based on the information given to us , the said Balance Sheet and the Statement of Profit & Loss account are in compliance with the Accounting Standards issued under section 211 (3-C) of the Companies Act, 1956 . Except - The Company has not provided for liability on account of Gratuity as prescribed in by Accounting Standard 15. Since no actuarial valuation was conducted we are unable to quantify the amount of liability.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the Notes to Accounts gives the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

(i) in the case of balance Sheet, of the state of affairs of the company as at 31st March 2014, and (ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that the management at reasonable intervals during the year has physically verified the fixed assets No. material discrepancies were noticed on such verification.

(b) All the assets have been physically verified by the management during the year according to programme of period verification which, in our opinion, is reasonable having regard to the size of company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year the company has not disposed only any Plant & Machinery. according to the information and explanations given to us

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. No discrepancies are noticed during physical verification

(iii) (a) The company has not granted any loan but it has taken unsecured loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956 to the tune of Rs.17.35 lacs are not, prima facie , prejudicial to the interest of the company.

(b) As informed to us the loans are interest free and In our opinion the other terms and conditions on which loans have been taken from / granted to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie , prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amount as stipulated .

(d) There is no overdue amount of loans taken from or granted to other parties listed 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 procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions has been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. and exceeding the value of rupees five lacs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time,

(vi) According to the information and explanations given to us , the company has not accepted any deposit from the Public during the year under audit.

(vii) The company does not have any formal system of internal audit. However in our opinion and according to the information and explanations given to us, the internal control procedures are adequate considering the size and nature of operations of the Company.

(viii) The provisions of maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident Tund, investors education protection funds, employees' state insurance , income tax, sales tax, wealth tax , custom duty , excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , sales tax, wealth tax, custom duty , excise duty, cess were in arrears, as on 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no dues of sales tax, income tax, wealth tax , custom duty , excise duty, cess which have not been deposited on account of any dispute.

(x) There is no accumulated loss in the company . The company has not incurred any cash losses during the financial year covered by our audit.

(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 Institutions, bank or debenture holders.

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

(xiii) 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 (Auditor's Report) 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 (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the company has given any guarantee to the tune of Rs.22.21 crores for Churching Hydro Power Limited for loans taken from banks or financial institutions.

(xvi) During the year the company has not availed any Term Loan.

(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. No long- term funds have been used to finance short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment to any parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year under audit.

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

(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.

Place : Bhopal For RATH DINESH & ASSOCIATES

Date: 22nd May 2014 Chartered Accountants

FRN: 008344C

Ajay Rath

(Partner)

M. No. 075111

---

Mar 31, 2013

We have audited the accompanying financial statements of GTV Engineering Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 Accounting Standards referred to in Section 211(3C) 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.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) order, 2003 issued by the Company Law Board in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and accounts as we considered appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Farther to oar comments in the Annexure referred to in paragraph i above :

(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 accounts as required by law have been kept by the company so far as appears from our examination of such books.

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

(d) In our opinion and based on the information given to us , the said Balance Sheet and the Statement of Profit & Loss account are in compliance with the Accounting Standards issued under section 211 (3-C). of the Companies Act, 1956 . Except - The Company has not provided for liability on account of Gratuity as prescribed in by Accounting Standard 15. Since no actuarial valuation was conducted we are unable to quantify the amount of ability.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the Notes to Accounts gives the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

(i) in the case of balance Sheet, of the state of affairs of the company as at 31st March 2013, and

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

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

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that the management at reasonable intervals during the year has physically verified the fixed assets. No material discrepancies were noticed on such verification.

(b) All the assets have been physically verified by the management during the year according to programme of period verification which, in our opinion, is reasonable having regard to the size of 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 any Plant & Machinery.

According to the information and explanations given to us. our opinion, the frequency of verification is reasonable.

(b) The procedures of verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. (c) The company is maintaining proper records of inventory. No discrepancies are noticed during physical verification.

(hi) (a) The company has not granted any loan but it has taken unsecured loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956 to the tune of Rs. 4.49 crores are not, prima facie, prejudicial to the interest of the company.

(b) As informed to us the loans are interest free and In our opinion the other terms and conditions on which loans have been taken from / granted to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amount as stipulated.

(d) There is no overdue amount of loans taken from or granted to other parties listed 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 procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions has been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. and exceeding the value of rupees five lacs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) According to the information and explanations given to us, the company has not accepted any deposit from the Public during the year under audit.

(vii) The company does not have any formal system of internal audit. However in our opinion and according to the information and explanations given to us, the internal control procedures are adequate considering the size and nature of operations of the Company.

(viii) The provisions of maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues clouding provident fund, investors' education protection funds, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , sales tax, wealth tax , custom duty , excise duty, cess were in arrears, as on 31st March 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no dues of sales tax, income tax, wealth tax , custom duty , excise duty, cess which have not been deposited on account of any dispute.

(x) There is no accumulated loss in the company. The company has not incurred any cash losses during the financial year covered by our audit. (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 institutions, bank or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) i 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 (Auditor's Report) 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 (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions .

(xvi) I During the year the company has not availed any Term Loan.

(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. No long-term funds have been used to finance short-term assets except permanent working capital,

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment to any parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year under audit.

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

(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.

Place: Bhopal For RATH DINESH & ASSOCIATES

Date: 10th July 2013 Chartered Accountants

FRN: 008344C

Ajay Rath

(Partner)

M. No. 075111

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of GTV ENGINEERING LIMITED as at 31st March, 2011, 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 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 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 purpose of our audit;

(ii) In our opinion, proper books of accounts 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 & Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts;

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

|v} On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31sf March 2011 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, they 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 Balance Sheet, of the state of affairs of the company as at 31st March 2011;

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

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

(i) I (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that the management at reasonable intervals during the year has physically verified the fixed assets. No material discrepancies were noticed on such verification.

(b) All the assets have been physically verified by the management during the year according to programme of period verification which, in our opinion, is reasonable having regard to the size of 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 any Plant 8. Machinery. according to the information and explanations given to us.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. (b) The procedures of verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(cj The company is maintaining proper records of inventory. No discrepancies are noticed during physical verification.

(iii) (a) The company has neither granted or taken unsecured loan from the 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 procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

[v] [a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions has been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. and exceeding the value of rupees five lacs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) According to the information and explanations given to us , the company has not accepted any deposit from the Public during the year under audit.

(vii) The company does not have any formal system of internal audit. However in our opinion and according to the information and explanations given to us, the internal control procedures are adequate considering the size and nature of operations of the Company.

(viii) The provisions of maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company

[ix] (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education protection funds, employees' state insurance , income tax, sales tax, wealth tax , custom duty , excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , sates tax, wealth tax , custom duty , excise duty, cess were in arrears, as on 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no dues of sales tax, income fax, wealth tax , custom duty , excise duty, cess which have not been deposited on account of any dispute.

(x) There is no accumulated loss in the company . The company has not incurreD any cash losses during the financial year covered by our audit

[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 institutions, bank or debenture holders.

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

{xiii) 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 (Auditor's

Report) 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 (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us , the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the term loan has been applied for the purpose for which they were 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. No long- term funds have been used to finance short-term assets except permanent working capital.

[xviii] According to the information and explanations given to us, the company has not made any preferential allotment to any parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 .

[xix] According to the information and explanations given to us, the company has not issued debentures during the year under audile

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

(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.

Place : Bhopal For RATH DINESH & ASSOCIATES

Date :29th June 2011 Chartered Accountants

(Partner)

Membership No. 0751

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of GTV ENGINEERING LIMITED as at 31st March, 2012, 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 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 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 purpose of our audit;

(ii) In our opinion, proper books of accounts 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 & Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts;

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

(v) On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 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 to the best of our information and according to the explanations given to us, they 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 Balance Sheet, of the state of affairs of the company as at 31st March 2012;

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

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

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed thai the management at reasonable intervals during the year has physically verified the fixed assets. No material discrepancies were noticed on such verification.

(b) All the assets have been physically verified by the management during the year according to programme of period verification which, in our opinion, is reasonable having regard to the size of company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year the company has not disposed only any Plant & Machinery. according to the information and explanations given to us

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. No discrepancies are noticed during physical verification

(iii) (a) The company has not granted any loan but it has taken unsecured loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956 to the tune of Rs.9647610 are not, prima facie , prejudicial to the interest of the company.

(b) As informed to us the loans are interest free and In our opinion the other terms and conditions on which loans have been taken from / granted to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie , prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amount as stipulated .

(d) There is no overdue amount of loans taken from or granted to other parties listed in the register maintained under section 301 of the Companies Act,1.1956

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) I (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions has been made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. and exceeding the value of rupees five lacs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time,

(vi) According to the information and explanations given to us , the company has not accepted any deposit from the Public during the year under audit.

(vii) The company does not have any formal system of internal audit. However in our opinion and according to the information and explanations given to us, the internal control procedures are adequate considering the size and nature of operations of the Company.

(viii) The provisions of maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident Tund, investors education protection funds, employees' state insurance , income tax, sales tax, wealth tax , custom duty , excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , sales tax, wealth tax, custom duty , excise duty, cess were in arrears, as on 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no dues of sales tax, income tax, wealth tax , custom duty , excise duty, cess which have not been deposited on account of any dispute.

(x) There is no accumulated loss in the company . The company has not incurred any cash losses during the financial year covered by our audit.

(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 Institutions, bank or debenture holders.

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

(xiii) 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 (Auditor's Report) 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 (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the company has given any guarantee to the tune of Rs.22.21 crores for Churching Hydro Power Limited for loans taken from banks or financial institutions.

(xvi) During the year the company has not availed any Term Loan.

(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. No long- term funds have been used to finance short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment to any parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year under audit.

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

(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.

Place : Bhopal For RATH DINESH & ASSOCIATES

Date :29 June 2012 Chartered Accountants

FRN:008344C



Ajay Rath

[Partner)

M. No. 0751T1