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Auditor Report of JMC Projects (India) Ltd.

Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of JMC Projects (India) Limited (“the Company”), which comprise the Standalone Balance sheet as at 31 March 2017, the Standalone Statement of profit and loss (including other comprehensive income), the Standalone Statement of cash flows and the Standalone Statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Ind AS financial statements’)

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the Auditors’ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, including Ind AS, of the financial position of the Company as at 31 March 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other matters

(a) The comparative financial information of the Company as at and for the year ended 31 March 2016 and the transition date opening balance sheet as at 1 April 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 and audited by Kishan M. Mehta & Co., Chartered Accountants for the years ended 31 March 2016 and 31 March 2015 whose reports dated 27 May 2016 and 28 May 2015, respectively, expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

(b) We did not audit the Ind AS financial statements of two branches included in the standalone Ind AS financial statements of the Company, whose financial statements reflect total assets of INR 23,826 lakhs as at 31 March 2017 and total revenue of INR 15,723 lakhs for the year ended on that date, as considered in the standalone Ind AS financial statements. The standalone Ind AS financial statements of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors’ Report) Order, 2016 (‘the Order’), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

As required by sub-section (3) of Section 143 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 (including other comprehensive income), the Statement of cash flows and the Statement of changes in equity dealt with by this report are in agreement with the books of account,

(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued thereunder,

(e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the board of directors, none of the directors are disqualified as on 31 March 2017 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act,

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B, and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 24 to the standalone Ind AS financial statements,

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts (if any) - Refer Note 29 to the standalone Ind AS financial statements,

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2017, and

iv. the Company has provided requisite disclosure in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the Company and as produced to us by the Management - Refer Note 39 to the standalone Ind AS financial statements.

Annexure A to the Independent Auditors’ Report - 31 March 2017

With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2017, we report the following:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment properties.

(b) The Company has a regular programme of physical verification of its property, plant and equipment and investment properties by which the property, plant and equipment and investment properties are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed upon such verification during the year and these have been dealt with appropriately in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties as disclosed in Note 3 and Note 4 to the standalone Ind AS financial statements, are held in the name of the Company.

(ii) The inventory of building material, components and spares has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been dealt with in books of account.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the Company has not given any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. Accordingly, compliance under Section 185 of the Act is not applicable to the Company. According to the information and explanations given to us, the provisions of Section 186 of the Act in respect of the loans given, guarantees given or securities provided are not applicable to the Company, since it is covered as a company engaged in business of providing infrastructural facilities. The Company has not made any investments during the year. Accordingly, compliance under Section 186 of the Act in respect of investment made during the year is not applicable to the Company.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3 (v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Employees’ State Insurance, Profession tax, Income-tax, Duty of customs, Duty of excise, Sales-tax, Service tax, Entry tax, Local body tax, Cess and other material statutory dues have been regularly deposited during the year with the appropriate authorities. The amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Value added tax and Works contract tax have generally been regularly deposited during the year with the appropriate authorities, though there have been slight delays in a few cases. As explained to us, the Company did not have any dues on account of Wealth tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ State Insurance, Profession tax, Income-tax, Duty of customs, Duty of excise, Sales-tax, Service tax, Value added tax, Works contract tax, Entry tax, Local body tax, Cess and other material statutory dues were in arrears as at 31 March 2017 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 dues of Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise and Value added tax as at 31 March 2017, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

(INR in lakhs)

Name of the Statute

Nature of the

Dues

Amount

Demanded

Amount Deposited Under

Disputes

Period to which

amount relates

Forum where dispute is pending

Finance Act, 1994

Tax, Penalty and Interest

2,898.09

2,898.09

2007-08 to 2009-10

Customs, Excise and Service tax Appellate Tribunal, Ahmedabad

2,505.73

2,505.73

2008-09 to 2012-13

Customs, Excise and Service tax Appellate Tribunal, Ahmedabad

Customs, Excise and Service tax

2.18

2.18

1997-98

Appellate Tribunal, Ahmedabad

551.40

551.40

2015-16

Commissioner, Ahmedabad

93.59

93.59

2015-16

Commissioner, Ahmedabad

710.60

710.60

2015-16

Commissioner, Ahmedabad

98.19

98.19

2012-13 to 2015-16

Commissioner, Ahmedabad

176.23

176.23

2011-12 to 2015-16

Commissioner, Ahmedabad

The West Bengal

Tax, Penalty and

57.10

57.10

2008-09

West Bengal Commercial Taxes Ap-

VAT Act, 2003

Interest

pellate and Revisional Board

105.80

105.80

2009-10

West Bengal Commercial Taxes Appellate and Revisional Board

430.01

430.01

2011-12

Dept. Commissioner Kolkata

Madhya Pradesh VAT

Tax, Penalty and

9.01

9.01

2009-10

Additional Commissioner Appeals

Act, 2002

Interest

6.59

659

2009-10

Additional Commissioner Appeals

126.43

126.43

2013-14

Additional Commissioner Appeals

45.00

45.00

2013-14

Additional Commissioner Appeals

Gujarat VAT Act,

Tax, Penalty and

261.72

261.72

2006-07

Gujarat VAT Tribunal

2003

Interest

Maharashtra VAT

Tax, Penalty and

145.10

145.10

2006-07

Dept. Commissioner of Sales Tax

Act, 2002

Interest

15.14

15.14

2007-08

Joint Commissioner of Sales Tax

789.18

789.18

2008-09

Dept. Commissioner of Sales Tax

40.35

40.35

2009-10

Additional Commissioner Appeals

0.82

0.82

2014-15

Additional Commissioner Appeals

New Delhi VAT

Tax, Penalty and

501.57

501.57

2012-13 & 2013-14

Objection Hearing Authority Sales

matter

Interest

Tax department Delhi

Income Tax Act,

Tax, Penalty and

102.52

102.52

2012-13

Commissioner (Appeals)

1961

Interest

778.62

778.62

2005-06 to 2011-12

Income Tax Appellate Tribunal

18.54

18.54

2004-05

Supreme Court

Tamil Nadu Mineral

39.87

39.87

2006-07

Principal Secretary / Joint Secretary,

Concession Rules

Industries

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans and borrowings to the banks and financial institutions. The Company did not have any outstanding loans and borrowings to Government and outstanding dues to debenture holders during the year.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they are raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3 (xv) of the Order is not applicable to the Company.

(ix) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3 (xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No : 101248W/W-100022

Vikas R Kasat

Partner

Membership No: 105317

Mumbai

16 May 2017


Mar 31, 2016

To the Members of JMC Projects (India) Limited.

Report on the Financial Statements

We have audited the accompanying standalone financial statements of JMC Projects (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, 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

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 flow 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 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.

Auditor''s Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2016 and its Profit and 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, 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 A a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) the Balance Sheet, the Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements, comply with the applicable Accounting Standards referred to under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e) on the basis of written representations received from the directors as on March 31, 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 Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to 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 if any, of pending litigations in its financial statements- Refer Note No. 27 to the financial statements.

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

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

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

b) As explained to us, the fixed assets have been physically verified by the management in reasonable interval and no material discrepancies have been noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year at reasonable intervals and in our opinion, discrepancies noticed on physical verification of stocks were not material.

(iii) The company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) According to information and explanations given to us, in respect of loans, investments, guaranties and security the company has complied with the provisions of section 185 and 186 of the Act.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under in relation to the deposits.

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

(vii) a) According to the information and explanations given to us and the records examined by us, the Company is regular

in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material statutory dues applicable to it; and there are no such undisputed amount payable which are in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited on account of dispute are given below.

Name of the Statute

Particulars

Financial year to which the amount relates

Forum where the dispute is pending

Amount (Rs, in Lacs)

Finance Act, 1994

Service Tax

2007-08 to 2009-10

Customs, Excise and Service Tax Appellate Tribunal, Ahmadabad

2898.09

Finance Act, 1994

Service Tax

2008-09 to 2012-13

Customs, Excise and Service Tax Appellate Tribunal, Ahmadabad

2505.73

Finance Act, 1994

Service Tax

1997-98

Customs, Excise and Service Tax Appellate Tribunal, Ahmadabad

2.18

Finance Act, 1994

Service Tax

2015-16

Commissioner, Ahmadabad

551.40

Finance Act, 1994

Service Tax

2014-15

Commissioner, Ahmadabad

710.60

Finance Act, 1994

Service Tax

2015-16

Commissioner, Ahmadabad

93.59

The West Bengal VAT Act, 2003

VAT

2008-09

West Bengal Commercial Taxes Appellate and Provisional Board

57.10

The West Bengal VAT Act, 2003

VAT

2009-10

West Bengal Commercial Taxes Appellate and Provisional Board

105.80

The West Bengal VAT Act, 2003

VAT

2011-12

Dept. Commissioner Kolkata

430.01

Madhya Pradesh VAT Act, 2002

VAT

2009-10

Addl. Commissioner Appeals

10.44

Madhya Pradesh VAT Act, 2002

Entry Tax

2009-10

Addl. Commissioner Appeals

6.59

Madhya Pradesh VAT Act, 2002

VAT

2013-14

Addl. Commissioner Appeals

126.43

Madhya Pradesh VAT Act, 2002

Entry Tax

2013-14

Addl. Commissioner Appeals

45.00

Gujarat VAT Act, 2003

VAT & CST

2006-07

Gujarat VAT Tribunal

263.76

Gujarat VAT Act, 2003

VAT & CST

2009-10

Asst. Commissioner of Commercial Appeals

125.40

Maharashtra VAT Act, 2002

VAT

2006-07

Dept. Commissioner of Sales Tax

145.10

Maharashtra VAT Act, 2002

VAT

2007-08

Joint Commissioner of Sales Tax

15.14

Maharashtra VAT Act, 2002

VAT

2008-09

Dept. Commissioner of Sales Tax

789.18

Maharashtra VAT Act, 2002

VAT

2009-10

Addl. Commissioner Appeals

40.35

New Delhi VAT matter

VAT

2012-13 & 2013-14

Objection Hearing Authority Sales Tax department Delhi

521.8

Income Tax Act, 1961

Income Tax

2012-13

Commissioner (Appeals)

89.56

Income Tax Act, 1961

Income Tax

2006-07, 2008-09, 2009-10, 2011-12

Income Tax Appellate Tribunal

757.67

Income Tax Act, 1961

Income Tax

2004-05

Supreme Court

18.58

(viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to financial institutions and Bank. The company has not taken any loan from Government and has not issued debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). According to the information and explanations given to us and in our opinion the term loan raised have been applied for the purpose for which they were obtained.

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

(xi) As the company is not a Nidhi Company, Clause (xii) of paragraph 3 of the Company''s (Auditor''s Report) Order, 2016 is not applicable to the Company.

(xii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiii) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xiv) As the Company has not entered into any non-cash transactions with directors or persons connected with him, Clause (xv) of paragraph 3 of the Company''s (Auditor''s Report) Order, 2016 is not applicable to the Company.

(xv) According to information and explanation to us the Company is not required to be registered under section 45-lA of the Reserve Bank of lndia Act, 1934.

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 JMC Projects (India) Limited ("the Company") as of 31st March 2016 in conjunction with our audit of the 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 (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s 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 audit opinion on the Company''s internal financial controls system 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.

Opinion

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

FOR, KISHAN M. MEHTA & CO.

Chartered Accountants

Firm''s Registration No.105229W

(K.M.MEHTA)

Date : 27th May, 2016 Partner

Place: Mumbai M.No.13707


Mar 31, 2015

We have audited the accompanying standalone financial statements of JMC Projects (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

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 flow 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 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.

Auditor's Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 and its Profit and 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 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d) In our opinion, the aforesaid standalone financial statements, comply with the applicable Accounting Standards referred to under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) With respect to 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 if any, of pending litigations in its financial statements- Refer Note No. 27 and 28 to the financial statements;

(ii) The Company has made provision, as required under the applicable law and accounting standards for material foreseeable losses on long term contracts including derivative contracts;

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date)

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

b) As explained to us, the fixed assets have been physically verified by the management in reasonable interval and no material discrepancies have been noticed on such verification.

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

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

c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material.

(iii) The Company has not granted any loan, secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 189 of the Act.

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

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under in relation to the deposits.

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

(vii) a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material statutory dues applicable to it and there are no such undisputed amount payable which are in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited on account of dispute are given below.

Name of the Statute Particulars Period of which the Forum where the dispute is Amount amount relates pending ( Rs. In Lacs)

Finance Act, 1994 Service Tax 2007-08 to 2009-10 Customs, Excise and Service Tax 2898.09 Appellate Tribunal, Ahmedabad

Finance Act, 1994 Service Tax 2008-09 to 2012-13 Customs, Excise and Service Tax 2505.73 Appellate Tribunal, Ahmedabad

Finance Act, 1994 Service Tax 1997-98 Customs, Excise and Service Tax 2.18 Appellate Tribunal, Ahmedabad

The West Bengal VAT Act, 2003 VAT 2008-09 West Bengal Commercial Taxes 57.10 Appellate and Provisional Board

The West Bengal VAT Act, 2003 VAT 2009-10 West Bengal Commercial Taxes 105.80 Appellate and Provisional Board

The West Bengal VAT Act, 2003 VAT 2011-12 Dept. Commissioner Kolkata 0.37

Madhya Pradesh VAT Act, 2002 VAT 2007-08 & 2008-09 High Court 295.17

Madhya Pradesh VAT Act, 2002 VAT 2009-10 Addl. Commissioner Appeals 8.47

Madhya Pradesh VAT Act, 2002 Entry Tax 2008-09 High Court 52.05

Madhya Pradesh VAT Act, 2002 Entry Tax 2009-10 Addl. Commissioner Appeals 6.59

Gujarat VAT Act, 2003 VAT & CST 2006-07 Gujarat VAT Tribunal 261.72

Gujarat VAT Act, 2003 VAT & CST 2009-10 Asst. Commis- sioner of 125.40 Commercial Appeals

Maharashtra VAT Act, 2002 VAT 2006-07 Dept. Commis- sioner of Sales Tax 145.10

Mahara- shtra VAT Act, 2002 VAT 2007-08 Joint Commis- sioner of Sales Tax 15.10

Mahara- shtra VAT Act, 2002 VAT 2008-09 Dept. Commis- sioner of Sales Tax 789.18

Uttaran- chal VAT matter VAT 2010-11 Dept. Commis- sioner of 549.00 Commercial Tax

New Delhi VAT matter VAT 2012-13 & 2013-14 Objection Hearing Authority 521.80 Sales Tax depar- tment Delhi

Income Tax Act, 1961 Income Tax 2006-07 to 2011-12 Commissioner (Appeals) 1539.11

Tamil Nadu Minor Mineral Concession Royalty 2006-07 Principal Secretary Joint 39.87 Rules Secretary, Industries.

c) The Company has transferred the required amount to Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act, 1956 and rules made there under within time.

(viii) There are no accumulated losses of the Company as on March 31, 2015. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debentures holders.

(x) According to the information and explanations given to us, the Company has given guarantee for loans taken by a subsidiary company from banks and financial institutions of Rs. 22.50 Crores and the terms and conditions whereof are not prejudicial to the interest of the Company.

(xi) According to the information and explanations given to us and in our opinion the term loan raised have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement 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 KISHAN M.MEHTA & CO.,

Chartered Accountants

Firm's Registration No.105229W



Place : Mumbai (K.M.MEHTA)

Date : May 29, 2015 Partner

Membership No. : 13707


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read with notes, subject to third party confirmations 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;

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

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

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 Companies Act, 1956;

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

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

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification of its fixed assets adopted by the Company, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial part of fixed assets.

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

(b) In our opinion and according to the information and explanations given to us, 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. In our opinion, discrepancies noticed on physical verification of inventory have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loan to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 93.07 lacs and year end balance of loan granted to such parties was Rs. 41.69 lacs.

(b) In our opinion the rate of interest and other terms and conditions of loans given by the Company are not prima facie, prejudicial to the interest of the Company.

(c) The parties have been regular in the payment of principal and interest as per stipulation, if any.

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

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore the provisions of sub clause (e), (f) and (g) of clause (iii) of para 4 of the Order are not applicable to the Company.

(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 for the purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of Section 58A & 58AA or any other relevant provisions of the Companies Act,1956 and rules framed there under. We are informed that no order had been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any Tribunal.

(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 of India, regarding 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 maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information & explanations given to us and records examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other material undisputed statutory dues applicable to it and there were no undisputed material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, details of dues of Income Tax, VAT, Wealth Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute are given below.

Name of the Statute Particulars Period of which the amount relates

Tamil Nadu Minor Mineral Concession Rules Royalty 2003-04

Finance Act, 1994 Service Tax 2007-08 to 2009-10

The West Bengal VAT Act, 2003 VAT 2008-09

The West Bengal VAT Act, 2003 VAT 2009-10

Madhya Pradesh VAT Act, 2002 VAT 2007-08 & 2008-09

Madhya Pradesh VAT Act, 2002 VAT 2009-10

Madhya Pradesh VAT Act, 2002 Entry Tax 2008-09

Madhya Pradesh VAT Act, 2002 Entry Tax 2009-10

Gujarat VAT Act, 2003 VAT & CST 2006-07

Rajasthan Tax on entry of Goods into Local Entry Tax 2007-08 Areas Act

Rajasthan VAT Act, 2003 VAT 2012-13

Tamil Nadu Minor Mineral Concession Rules Royalty 2006-07

Name of the Statute Forum where the dispute Amount is pending (Rs. In Lacs)

Tamil Nadu Minor Mineral Concession Rules Finance Act 1994 High Court 426.90

Customs, Excise and 2,703.37 Service Tax Appellate Tribunal, Ahmedabad

The West Bengal VAT Act 2003 West Bengal Commercial 57.10 Taxes Appellate and Revisional Board

The West Bengal VAT Act 2003 Joint Commissioner, Sales 33.54 Tax

Madhya Pradesh VAT Act, 2002 High Court 295.17

Madhya Pradesh VAT Act, 2002 Addl. Commissioner 17.03 Appeals

Madhya Pradesh VAT Act, 2002 High Court 52.05

Madhya Pradesh VAT Act, 2002 Addl. Commissioner 6.59 Appeals

Gujarat VAT Act 2003 Gujarat VAT Tribunal 249.98

Rajasthan Tax on entry of Goods into Local Areas Act Deputy Commissioner 2.89 (Appeals)

Rajasthan VAT Act 2003 Dy. Commissioner, 1.86 Commercial Tax

Tamil Nadu Minor Mineral Concession Rules Principal Secretary / Joint 39.87 Secretary, Industries.

(x) There are no accumulated losses of the Company as on 31st March 2013. The Company has not incurred cash losses during the financial year covered by our audit and in 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 bank, financial institution or debenture holders.

(xii) The Company has not granted any loans or 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 nidhi mutual benefit fund / Society, therefore, the provisions of para 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 or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Para 4(xiv) of the Companies (Auditor''s Report) Order, 2003, are not applicable to the Company.

(xv) In our opinion, the Company has not given any guarantee in respect of loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, in our opinion the term loans raised during the year have 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 and Cash Flow Statement 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.

(ix) The Company has not issued any Debentures during the year.

(xx) The Company has not raised any money by way of 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 statement and as per the information and explanation 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 KISHAN M. MEHTA & CO.,

Chartered Accountants

Firm''s Registration No. 105229W

Place : Mumbai (K.M. MEHTA)

Date : 16th May, 2013 Partner

Membership No. 13707


Mar 31, 2012

1. We have audited the attached Balance Sheet of JMC PROJECTS (INDIA) LIMITED (' 'the Company") as at 31st March, 2012 and also the Statement of Profit & Loss and 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 Section 227 (4A) of the Companies Act, 1956 ('the Act') and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c. The Balance Sheet, Statement of Profit & 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 dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon, and subject to third party confirmations, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

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

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

5. On the basis of written representation received from directors 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.

Annexure

Reg: JMC PROJECTS (INDIA) LIMITED

(Referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification of its fixed assets adopted by the Company, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial part of fixed assets.

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

(b) In our opinion and according to the information and explanations given to us, 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. In our opinion discrepancies noticed on physical verification of inventory have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loan to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 108.77 Lacs and year end balance of loan granted to such party was Rs 93.07 Lacs.

(b) In our opinion the rate of interest and other terms and conditions of loans given by the Company are not prima facie, prejudicial to the interest of the Company.

(c) The parties have been regular in the payment of principal and interest as per stipulation, if any.

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

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore the provisions of sub clause (e), (f) and (g) of clause (iii) of para 4 of the Order are not applicable to the Company.

(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 for the purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls in respect of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of section 58A & 58AA or any other relevant provisions of the Companies Act,1956 and rules framed there under. We are informed that no order had been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any Tribunal.

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

(viii) The provisions of Section 209 (1) (d) of the Companies Act, 1956 regarding maintenance of cost record are not applicable to the Company.

(ix) (a) According to the information & explanations given to us and records examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other undisputed statutory dues applicable to it.

(b) According to the information and explanations given to us, details of dues which have not been deposited on account of dispute are below.

Name of the Statute Particulars Period of which the Froum where the Amount amount relates dispute is pending (Rs in Lacs)

Tamil Nadu Minor Mineral Concession Rules Royalty 2003-04 High Court 426.90

Finance Act, 1994 Service Tax 2007-08 to 2009-10 Customs, Excise and 2695.13 Service Tax Appellate Tribunal, Ahmedabad

The Central Excise Act,1944 Excise Duty 2006-07 to 2008-09 Customs, Excise and 107.88 Service Tax Appellate Tribunal, Bangalore

The West Bengal VAT Act, 2003 VAT 2008-09 Joint Commissioner, 12.01 Sales Tax, Kolkata

Madhya Pradesh VAT Act, 2002 VAT 2007-08 & 2008-09 High Court 295.17

Madhya Pradesh VAT Act, 2002 Entry Tax 2008-09 High Court 52.05

Gujarat VAT Act, 2003 VAT & CST 2006-07 Dy. Commissioner, 249.98 Commercial Tax, Ahmedabad

Rajasthan Tax on entry of Goods into Local Entry Tax 2007-08 Deputy Commissioner 2.89 Areas Act (Appeals)

(x) There are no accumulated losses of the Company as on 31st March 2012. The Company has not incurred cash losses during the financial year covered by our audit and in 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 bank, financial institution or debenture holders.

(xii) The Company has not granted any loans or 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 nidhi mutual benefit fund / Society, therefore, the provisions of para 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 or trading in shares, securities, debentures and other investments.Accordingly, the provisions of para 4(xiv) of the Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

(xv) The Company has given guarantees in respect of loans taken by the subsidiary Company from bank, amounting to Rs 40.00 Lacs. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion the term loans raised during the year have 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 and Cash Flow Statement 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 issued any Debentures during the year.

(xix) The Company has not raised money by way of public issue during the year.

(xx) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanation 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 KISHAN M. MEHTA & CO

Chartered Accountants

Registration No. 105229W

(KISHAN M MEHTA)

Partner

Mem. No.13707

Ahmedabad

DATED: 19th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of JMc PROJEcTS (INDIA) LIMITED ("the company") as at 31st March, 2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial 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 Section 227 (4A) of the Companies Act, 1956 (‘the Act) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

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

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

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

c. The Balance Sheet, Profit & 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 & 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.

e. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon, and subject to third party confrmations, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011;

ii) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

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

5. On the basis of written representation received from directors and taken on record by the board of directors, we report that none of the directors is disqualifed as on 31st 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.

ANNEXURE Reg: JMC PROJECTS (INDIA) LIMITED

(Referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, the fixed assets have been physically verifed by the management in accordance with a phased programme of verifcation of its fixed assets adopted by the Company, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verifcation is reasonable and no material discrepancies have been noticed on such physical verifcation.

(c) During the year, the Company has not disposed off any substantial part of fixed assets.

(ii) (a) The inventory has been physically verifed by the management during the year at reasonable intervals. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, procedures of physical verifcation 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. In our opinion discrepancies noticed on physical verifcation of inventory have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loan to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 148.43 Lacs and year end balance of loan granted to such party was Rs. 105.34 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of loans given by the company are not prima facie, prejudicial to the interest of the company.

(c) The parties have been regular in the payment of principal and interest as per stipulation, if any.

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

(e) The Company has not taken any loans, secured or unsecured, from companies, frms or other parties listed in the register maintained under Section 301 of the companies Act, 1956. Therefore the provisions of sub clause (e), (f) and (g) of clause (iii) of para 4 of the Order are not applicable to the company.

(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 for the purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls in respect of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement that need to be entered into the Register maintained under Section 301 of the companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956 have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of section 58A & 58AA or any other relevant provisions of the Companies Act,1956 and rules framed there under. We are informed that no order had been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any Tribunal.

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

(viii) The provisions of section 209 (1) (d) of the companies Act, 1956 regarding maintenance of cost record are not applicable to the company.

(a) According to the information & explanations given to us and records examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other undisputed statutory dues applicable to it.

(b) According to the information and explanations given to us, details of dues which have not been deposited on account of dispute are below.

Name of the Statute Particulars Period of which the Forum where the Amount (Rs. amount relates dispute is pending In Lacs)

Tamil Nadu Minor Mineral concession Rules Royalty 2003-04 High Court 426.90

Finance Act, 1944 Service Tax 2007-08 to 2009-10 Customs, Excise 2601.25 and Service Tax Appellate Tribunal, Ahmedabad

Karnataka VAT Act VAT 2005-06 and 2008-09 Tribunal and High 56.40 court

Rajasthan Tax on entry of Goods into Local Entry Tax 2007-08 and 2010-11 Deputy 2.89 Areas Act commissioner (Appeals)

(x) There are no accumulated losses of the Company as on 31st March 2011. The Company has not incurred cash losses during the fnancial year covered by our audit and in the immediately preceding fnancial 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 bank, fnancial institution or debenture holders.

(xii) The Company has not granted any loans or 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 nidhi mutual beneft fund / Society, therefore, the provisions of para 4

(xiii) of the Companies (Auditors Report) Order, 2003, 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 para 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the company.

(xv) The Company has given guarantees in respect of loans taken by the subsidiary Company from bank, amounting to Rs. 40.00 Lacs. According to the information and explanations given to us, the terms and conditions on which the company has given guarantees are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, in our opinion the term loans raised during the year have 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 and Cash Flow Statement 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 43,50,000 equity shares to its Holding Company, Kalpataru Power Transmission Ltd. at a price in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009 and accordingly, the price at which these shares have been issued is not prejudicial to the interest of the company.

(xix) The Company has issued Secured Redeemable Non Convertible Debentures of Rs. 5000 Lacs and on the basis of information provided to us the security documents have been executed.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fnancial statement and as per the information and explanation 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 SUDHIR N. DOSHI & CO For KISHAN M. MEHTA & CO

chartered Accountants chartered Accountants

Registration No. 110496W Registration No. 105229W

(SUDHIR N. DOSHI) (KISHAN M MEHTA)

Proprietor Partner

Mem. No.30539 Mem. No.13707

Ahmedabad Ahmedabad

DATED: 12th May, 2011 DATED: 12th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of the JMC PROJECTS (INDIA) LIMITED ("the Company") as at 31st March, 2010 and also the Profit & Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management; our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c. The Balance Sheet and Profit 8c 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 and 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.

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

5. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon, and subject to third party confirmations, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b. In the case of Profit & Loss Account, of the profit of the Company 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.

Reg: JMC PROJECTS (INDIA) LIMITED

(Referred to in paragraph 3 of our report of even date)

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

assets.

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification of its fixed assets adopted by the Company which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial part of fixed assets.

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

(b) In our opinion and according to the information and explanations given to us, 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. In our opinion discrepancies noticed on physical verification of inventory have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loan to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 132.22 Lacs and year end balance of loan granted to such party was Rs. 95.29 Lacs.

(b) In our opinion the rate of interest and other terms and conditions of loans given by the Company are not prima facie, prejudicial to the interest of the Company.

(c) The parties have been regular in the payment of principal and interest as per stipulation, if any.

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

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore the provisions of sub clause (e), (f) and (g) of clause (iii) of para 4 of the Order are not applicable to the Company.

(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 for the purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls in respect of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under. We are informed that no order had been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any Tribunal.

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

(viii) The provisions of section 209 (1) (d) of the Companies Act, 1956 regarding maintenance of cost record are not applicable to the Company.

(ix) (a) According to the information & explanations given to us and records examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education

and Protection Fund, Employees State Insurance, Income Tax, VAT, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other undisputed statutory dues applicable to it.

(b) According to the information and explanations given to us, details of dues which have not been deposited on account of dispute are below.

Name of the Statute Particulars Period of which the Forum where the Amount

amount relates dispute is pending (Rs. In Lacs)

Tamilnadu Minor Mineral Royalty 2003-04 High Court 426.90

Concession Rules

Karnataka State VAT Act VAT 2005-06 Appellant Tribunal for 854.29

to quantum and High Court writ

2008-09 petition on point of law

Income Tax Act, 1961 Income Tax 2006-07 Commissioner of Income Tax 16.71

(Appeal)

(x) There are no accumulated losses of the Company as on 31/03/2010. The Company has not incurred cash losses during the financial year covered by our audit and in 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 bank. The Company does not have any dues to a financial institution or debenture holders.

(xii) The Company has not granted any loans or 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 nidhi mutual benefit fund / Society, therefore, the provisions of para 4 (xiii) of the Companies (Auditors Report) Order, 2003, 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 para 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xv) The Company has given guarantees in respect of loans taken by the subsidiary Company from bank and non banking financial company amounting to Rs. 151.07 Lacs. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion the term loans raised during the year have 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 and cash flow statement 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.

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

(xx) The Company has raised money byway of Right issue of the equity shares amounting to Rs 3,990.86 lacs during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanation 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 SUDHIR N. DOSHI & CO For KISHAN M. MEHTA & CO Chartered Accountants Chartered Accountants Registration No. 110496W Registration No. 105229W

(SUDHIR N. DOSHI) (KISHAN M. MEHTA) Proprietor Partner Mem. No. 30539 Mem. No. 13707 Ahmedabad Ahmedabad DATED: 29th May, 2010 DATED: 29th May, 2010

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