Auditor Report of Rajeswari Infrastructure Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RAJESWARI INFRASTRUCTURE LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2015 and also the Statement of Profit and Loss for the year then ended and also the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

Our responsibility is to express an opinion on these 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 the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matters

1. The Effect of change in the depreciation accounting as per Schedule II of Companies Act 2013 as referred to in Note 24. Our Opinion is not qualified in respect of this matter.

2. We draw attention to the following fact that provision for gratuity has not been made during this year as the Company for the first time has gone for actuarial valuation and the prescribed scheme in the LIC is yet to be finalized and hence no provision is made. The Company does not have the policy of encashment of Earned Leave, hence no provision has been made for leave encashment. (Refer Note # 10.1)

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 and on the basis of such checks of the books and reports of the company as we considered appropriate, 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 Centre so far as appears from our examination of those books;

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and also the Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 164(2) of the Act.

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

a. The Company does have pending litigations which would impact its financial position. Refer Annexure Point No.VII b.

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

c. The requirement regarding transfer of amounts to Investor Education and Protection Fund has been complied with by the Company

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our audit report of even date to the Members RAJESWARI INFRASTRUCTURE LIMITED.

I. In respect of its Fixed assets:

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

b. The management during the year has physically verified all the assets and there is a regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.We have been informed that no serious discrepancy have been noticed on such physical verification.

II. In respect of its inventories:

a. According to the information and explanations given to us, in respect of finished goods, raw material, stores and spares physical verification has been carried out during the year by the management. In our opinion the frequency of verification is reasonable.

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

c. On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of accounts.

III. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly clauses (iii) (a) & (b) of Paragraph 4 of the order are not applicable to the Company for the current year.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods, Further on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedure.

V The Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Companies Act, and the rules framed there under.

VI. In our opinion and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records, for any product, under section 148(1) of the Companies Act.

VII. In respect of statutory dues

a. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities and there are no undisputed statutory dues which are outstanding for more than six months as at the Balance Sheet date, except for the following:

PF-Employees' Share - June 2014 to Mar 2015 - Rs.3,42,825.00

PF-Employer's Share - June 2014 to Mar 2015 - Rs.3,38,931.00

Service Tax -Apr 2014 - March 2015- Rs.27,89,674.00

We would like to bring to your notice the fact that in consequence of non-payment of Service Tax dues of Rs.28,69,969.00 in 2013-14, the department has attached the bank accounts of the company and an amount of Rs.18,25,622.00 have been recovered up to 31.03.2015. (Refer Note No.9.6)

b. According to the information and explanations given to us and according to the books and records as produced and examined by us, there were no cases of disputed income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess.

Sl. Name of the Nature of the Amount (in Period No Statute Dues lakhs)

1 The Income Tax Dispute 22.95* FY 2005-06 Act, 1961 regarding assessment of Income tax for the AY 2006-07

Dispute 25.26* FY 2006-07 regarding assessment of Income tax for the AY 2007-08

Sl. Name of the Forum No Statute where it is pending

1 The Income Tax High Court Act, 1961 Chennai

* Includes Rs.31.79 lakhs paid under protest

c. The requirement regarding transfer of amounts to Investor Education and Protection Fund has been complied with by the Company.

VIII. The Company does not have accumulated losses exceeding the share capital and reserves at the end of the financial year and has incurred cash loss during the current year and the immediate preceding financial year.

IX. Based on our audit procedure and on the information and explanations given by the management, in our opinion, the Company has defaulted in repayment of dues to financial institution and bank as at the balance sheet date. (See Note No. 6.3)

X. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

XI. In our opinion, and according to the information and explanations and explanations given to us and on overall examination, the term loans have been applied for the purpose for which they were raised.

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

For N SANKARAN & CO., Chartered Accountants, Firm Registration No.003590S

Place: Chennai PARTNER Dated: 29.05.2015 R Sundararajan, FCA M.No.25762

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted the 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 aforesaid financial statements read together with the notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

We draw attention to the following fact that provision for gratuity has not been made during this year as the Company has gone for actuarial valuation and the prescribed scheme in the LIC is yet to be finalized and hence no provision is made.The Company does not have the policy of encashment of Earned Leave, hence no provision has been made for leave encashment. (Refer Note # 10.1)

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.

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

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

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

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

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

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

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our audit report of even date to the Members of Rajeswari Infrastructure Limited.

(i) In respect of its fixed assets:

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

(b) The management has physically verified the fixed assets of the company during the year. No material discrepancies were noticed on such verification.

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

(ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us the procedure 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) In view of the complexities in nature of the process involved which consumes multi various inputs of heterogeneous sizes giving rise to varied outputs of different sizes according to customer tolerances the company is unable to maintain proper records of inventory.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of (iii) (a) above, the clauses (iii) (b), (c) and (d) are not applicable.

(b) According to the information and explanations given to us the Company has not taken any loans, secured or unsecured, to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, l956Accordingly paragraphs 4(iii) (f) and (g) of the order are not applicable.

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

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956

and exceeding the value of Rs.5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the Public to which the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under are applicable.

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

(viii) According to the information and explanations given to us the Central Government has not prescribed the maintenance of cost records for the Company under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(ix) In respect of statutory dues

(a) The company is generally regular in depositing undisputed statutory dues including Provident fund, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and any other statutory dues with the appropriate authorities to the extent applicable and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period more than six months from the date they became payable except, for the following:

TDS-July 2013 to March 2014-Rs.31.57 lakhs

Service Tax-Dec 2013 to March 2014-Rs.1.91 lakhs (pertaining to Serviced apartments).

(b) According to the information and explanations given to us and records of the company examined by us the particulars of sales tax/income tax/custom tax/wealth tax/excise duty/cess as at March 31,2014 which have not deposited on account of a dispute pending as under

Si. Name of the Nature of the Amount Period Forum where No Statute Dues (in it is lakhs) pending

1 The Income Dispute regarding 22.95* FY 2005-06 Tax Act, 1961 assessment of Income tax for the AY 2006-07

High Court Dispute regarding Chennai Income tax for 25.26* the AY 2007-08 FY 2006-07

2 Service Tax Dispute regarding 28.69 February Service Tax assessment for 2012- Commissi the AY 2014-15 December onerate 2013 * Includes Rs.31.79 lakhs paid under protest

Sl.No.2: This demand has been raised during 2014-15 since disputed shown as contingent liabilities.

(x) The company does not have any accumulated losses at the end of the financial year and the Company has incurred cash losses in the financial year but not 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 the repayment of dues to Banks and financial institutions.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

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

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination the Balance Sheet of the company, we report that funds raised on short term basis have not been used during the year for long term investment and vice versa.

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

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the management.

For N.SANKARAN & CO., Chartered Accountants Firm Registration No. 003590S

Place: Chennai R.SUNDARARAJAN, FCA Date :26/05/2014 Partner Membership No.:025762

---

Mar 31, 2013

Report on the Financial Statements

I have audited the accompanying financial statements of Rajeswari Infrastructure Limited ("the company"), which comprise the Balance Sheet as at 31st March 2013 and also the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 21 I of the Companies Act, 1956 ("theAct"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted the audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.Those Standards require that I 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 interna! 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid financial statements read together with the notes thereon 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.ofthe 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.

Emphasis of Matter

I draw attention to the following fact that provision for gratuity has not been made during this year as the Company for the first time has gone for actuarial valuation and the prescribed scheme in the LIC will betaken in the coming year. The Company does not have the policy of encashment of Earned Leave, hence no provision has been made for leave encashment. (Refer Note#10.1)

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, I 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, I report

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

b. In my opinion proper books of account as required by law have been kept by the Company so far as appears from my 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 my opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 21 I of the Act;

e. On the basis of written representations received from the directors as on March 3 1,201 3, and taken on record by the Board of Directors, none of the directors is disqualified as on March 3 1,201 3, from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Act.



ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph I under the heading of "Report on Other Legal and Regulatory Requirements" of my audit report of even date to the Members of Rajeswari Infrastructure Limited.

(i) In respect of its fixed assets:

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

(b) The management has physically verified the fixed assets of the company during the year. No material discrepancies were noticed on such verification.

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

(ii) In respect of its inventories:

(a) The inventory of the Company has been physically verified by the Management during the year. In my opinion the frequency of verification is reasonable.

(b) In my opinion and according to the information and explanations given to me the procedure 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) In view of the complexities in nature of the process involved which consumes multi various inputs of heterogeneous sizes giving rise to varied outputs of different sizes according to customer tolerances the company is unable to maintain proper records of inventory.

(iii) (a)The Company has not granted any loans, secured or unsecured to companies,firms or other parties covered in the register maintained under section 301 oftheCompaniesAct, 1956.

In view of (iii) (a) above, the clauses (iii) (b),(c) and (d) are not applicable.

(b) According to the information and explanations given to me the Company has not taken any loans, secured or unsecured, to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956Accordingly paragraphs 4(iii) (f) and (g) of the order are not applicable.

(iv) In my opinion and according to the information and explanations given to me, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and sale of goods. During the course of our audit, I have not observed any major weaknesses in internal control system of the Company.

(v) (a) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts and arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) According to the information and explanations given to me, the Company has not accepted any deposits from the Public to which the directives issued by the Reserve Bank of India and the provisions of section 58Aand 58AAofthe Companies Act, 1956 and the Rules framed there under are applicable.

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

(viii) According to the information and explanations given to me the Central Government has not prescribed the maintenance of cost records for the Company under clause (d) of sub-section (I) of section 209 of the Companies Act, 1956.

(ix) In respect of statutory dues

(a) The company is generally regular in depositing undisputed statutory dues including Provident fund, Income-tax, Sales- tax,Wealth tax, Service tax, Customs duty, Excise duty and any other statutory dues with the appropriate authorities to the extent applicable and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period more than six months from the date they became payable except,for ServiceTax Rs. 3,18,4711- applicable during this year,the Company is being taking steps to complete all the formalities and payment of the same in the next year.

(b) According to the information and explanations given to me and records of the company examined by me the particulars of sales tax/income tax/custom tax/wealth tax/excise duty/cess as at March 31,2013 which have not deposited on account of a dispute pending as under

SI. Name of the Nature of Amount (in Period Forum No Statute the Dues lakhs) where it is pending

1 The Income Dispute 22.95* FY 2005-06 Tax Act, regarding 1961 assessment of Income tax for the AY 2006-07

High Court Chennai

Dispute regarding 25.26* FY 2006-07 assessment of Income tax for the AY 2007-08

* Includes Rs.30.29 lakhs paid under protest.

(x) The company does not have any accumulated losses at the end of the financial year and the Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) In my opinion and according to the information and explanations given to me, the Company has not defaulted in the repayment of dues to Banks and financial institutions.

(xii) According to the information and explanations given to me, the Company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore,the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order,2003 are not applicable to the Company.

(xiv) In my opinion and according to the information and explanations given to me, the Company is not dealing in or trading in shares,securities,debentures and other investments.

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

(xvi) In my opinion and according to the information and explanations given to me, the term loans have been applied for the purpose for which they were obtained.

(xvii) In my opinion and according to the information and explanations given to me,and on an overall examination the Balance Sheet of the company, I report that funds raised on short term basis have not been used during the year for long term investment and vice versa.

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

(xix) According to the information and explanations given to me, the Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India, I have not come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the management.

Place: Chennai R.SUNDARARAJAN, FCA

Date : 29.05.2013 CHARTERED ACCOUNTANT

Membership No.025762

---

Mar 31, 2010

I have audited the attached Balance Sheet of RAJESWARI INFRASTRUCTURE LIMITED as at 31st March 2010 and the Profit and Loss Account and the cash flow statements for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

I report as follows:

1) 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 of India and on the basis of such checks as I considered appropriate and according to the information and explanations given to me, I give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) Further to my comments in the Annexure referred to in paragraph 1 above:-

a) I have obtained all the information and explanations, which to the best of my knowledge and belief, were

necessary for the purpose of my audit;

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

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

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

e) In my opinion, the Profit and Loss Account and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Subsection (3C) of Section 211 of the Companies Act, 1956.

f) In my opinion and to the best of my information and according to the explanations given to me, the said accounts give the information required by the Act, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010 and

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

iii) In so far as it relates to the Cash flow Statement, of the cash flows for the year ended on that date.

ANNEXURE Referred to in paragraph 1 of my report of even date

1.(a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us all the fixed assets of the Company have been physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In my opinion, and according to the information and explanations given to me, no substantial part of fixed assets has been disposed off by the Company during the year.

2. (a) The inventory of the Company has been physically verified by the Management during the year. In my

opinion the frequency of verification is reasonable.

(b) In my opinion and according to the information and explanations given to me the procedure 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) In view of the complexities in nature of the process involved which consumes multi various inputs of heterogeneous sizes giving rise to varied outputs of different sizes according to customer tolerances the company is unable to maintain proper records of inventory .

3. (a) According to the informations and explanations given to me the Company has not granted any loans, secured

or unsecured, to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii)(b),(c) and (d) of the order are not applicable.

(b) According to the informations and explanations given to me the Company has not taken any loans, secured or unsecured, to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii) (f) and (g) of the order are not applicable.

4. In my opinion and according to the information and explanations given to me there are adequate internal control systems commensurate with the size of the company and the nature of its business, for purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of my examination and information and according to the explanations given to me I have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. (a) In my opinion, and according to the information and explanations given to me the particulars of contract or arrangement that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) This item does not arise as there are no transactions exceeding the value of five lakh rupees in respect of any party covered in the register to be maintained under section 301 of the Companies Act, 1956 during the financial year under consideration.

6. According to the information and explanations given to me the Company has not accepted any deposits from the public therefore the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. In my opinion and according to the information and explanations given to me the Central Government order for the maintenance of cost records, under Section 209 (1) (d) of the Companies Act, 1956, has no application to the Company.

9. (a) According to the information and explanations given to me and according to the books and records as produced and examined by me, in my opinion, the undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, customs duty, excise duty and other material statutory dues as applicable, have been generally regularly deposited by the Company during the year with the appropriate authorities.

(b) According to the information and explanations given to me and according to the books and records as produced and examined by me the particulars of sales tax/income tax/custom tax/wealth tax/excise duty/ cess as at March 31, 2010 which have not deposited on account of a dispute pending.

Name of the Nature of the Amount Period to which Forum where Status disputed dues Rs.Lacs the amount disputes relates are pending The Income Dispute regarding 15.41 FY 2005-06 Commissioner- Tax Act, 1961 assessment of Appeals Income Tax Income tax for the AY 2006-07

Dispute regarding 5.77 FY 2006-07 Commissioner- assessment of Appeals Income Tax Income tax for the AY 2007-08



10. The Company has neither accumulated losses exceeding 50% of its net worth as at 31st March 2010 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the company examined by me and the information and explanations given to me, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet Date.

12. According to the information and explanations given to me, the Company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities.

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

14. In my opinion and according to the information and explanations given to me the Company is not a dealer or trader in securities.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof, in my opinion, are not prima facie prejudicial to the interest of the Company.

16. In my opinion, and according to the information and explanations given to me and on overall examination, the term loans have been applied for the purpose for which they were raised.

17. Based on the information and explanations given to me and on an overall examination of the balance sheet of the Company, in my opinion, there are no funds raised on short term basis which have been used for long term investments, and vice versa.

18. During the year the Company has made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year amounting to Rs.80,00,000. Price fixed to the issue was as per SEBI Guidlines and which is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures and hence this clause is not applicable.

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

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



R. SUNDARARAJAN, F.C.A.

Place: Chennai Chartered Accountant

Date :06.08.2010 (Membership No.25762)