Auditor Report of Simplex Projects Ltd.

Mar 31, 2016

To

The Members of

Simplex Projects Limited

Report on the Standalone Financial Statements:

1. We have audited the accompanying standalone financial statements of Simplex Projects Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibilities:

3. 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' 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 controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualified Opinion

4. a) Attention is invited to Note no. 33 regarding company''s branch at Libya which has stopped functioning due to political unrest prevailing there. The total expenses incurred at the branch during the year amounts to Rs. 1,066.84 Lakhs including depreciation which have been transferred to work in progress and the total assets of the branch as on the balance sheet date amounts to Rs. 97,774.26 Lakhs. The management has certified the financial accounts, assets and liabilities of the branch as on 31.03.2016 and is confident of realising the above amounts and hence no adjustments have been considered necessary in the accounts by them.

b) In view of the lack of adequate information we are unable to comment on the extent of the eventual recoverability of the amounts due and the assets at Libya. The impact of this matter on the financial statement, profits for the period, assets and liabilities and EPS of the Company is not ascertainable presently at this stage and hence we are unable to able to express our opinion on the impact of the same on the financial statements of the Company for the year.

c) Investment of Rs. 542.94 lakhs in the partnership firm Simplex Projects (Netherlands) Co-operative U.A. is doubtful of recovery since project has not started and no provision for the same has been made by the company due to this loss of the company is understated by Rs. 542.94 lakhs and Reserves of the Company over one stated by same amount.

d) We did not audit the financial statements of two branches at Libya and Kuwait included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 109,040.02 as at 31^st March, 2016 and total revenues of Rs. 14,642.41 for the year ended on that date, as considered in the standalone financial statements. The financial statements of these branches are unaudited and have been furnished to us by the management 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 management.

Qualified Opinion:

5. In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31^st March, 2016 and its loss and its Cash Flow for the year ended on the date.

Emphasis of Matter:

6. We draw attention to the following matters in the notes to the following statement.

a) note no. 29 regarding closing balance confirmations of Debtors, creditors, earnest Money, loans and advances being unconfirmed in respect of which we are unable to express our opinion.

b) note no. 18 and 22 regarding recoverability of claim aggregating Rs. 560.92 Lakhs in arbitration and note no. 22 regarding overdue amounts of Work-In-Progress aggregating Rs. 1,528.36 Lakhs respectively due to disputes with the customers. The ultimate outcome of these disputes cannot be determined. However the company is of the view that these amounts are recoverable and no provision is required against the same.

c) note no. 34 regarding foreign exchange fluctuation on account of overseas borrowing which has been amortized by treating the same as long term from the initial time of borrowing. Due to this profit has increased by Rs. 911.64 Lakhs for the year as the same is amortized.

d) The company has not made any provision against

Trade Receivables of more than three years amounting to Rs. 990.42 Lakh and Advances paid to suppliers of material and Subcontractors amounting to Rs. 4,073 lakhs for more than 3 years, and advance against projects Rs. 665.50 lakhs which according to management are recoverable / adjustable and no provision is required for the same.

e) Attention is invited to note no. 31 regarding materials in transit amounting to Rs. 465.29 lakhs which have been charged to capital work in progress but the materials are still lying at the port.

Our opinion is not modified in respect of these matters except as otherwise stated.

Report on Other Legal and Regulatory Requirements:

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

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

a) except for the indeterminate effect of matter referred to in paragraph 4(a) to (d) above, 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, except for the effect of the matter described in the Basis for Qualified opinion paragraph 4(a) to (d) above, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except in case of branches which have not have audited and for which we are unable to give our comments.

c) The reports on the accounts of the two branch offices of the Company duly certified by the management have been given us and have been properly dealt with by us in preparing this report.

d) except for the matter referred to in paragraph 4(a) to (d) and above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the certified accounts of the two branches given by the management.

e) in our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph 4 above the aforesaid standalone financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

f) The matter described in the Basis for Qualified Opinion paragraph 4 above in our opinion may have an adverse effect on the function of the Company.

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

h) The qualification relating to the maintenance of accounts and other matters connected therewith reference is drawn to Basis of Qualified Opinion paragraph to the financial statements and the matters are as stated in the Basis of Qualified Opinion paragraph above.

i) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

j) 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 standalone financial position, as detailed in Note 35 to the standalone financial statements;

ii) the Company has long term contracts as on 31^st March, 2016 for which there were no materials foressable losses, and

ii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company at the end of the year.

(Referred to in paragraph 7 under ‘Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) (a) The company has generally maintained proper

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

(b) Fixed assets have been physically verified by the management during the year end (except for the assets deployed at its branch in Libya and Kuwait), 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. However, in absence of physical verification at its branch in Libya and Kuwait, we are unable to comment on the discrepancies therein, if any.

(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 the immovable properties are held in the name of the Company.

(ii) As explained to us, the inventories were physically verified during the year by the Management except for the branch at Libya at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanation

given to us, the company has granted interest free advance in the nature of loans to two parties (one subsidiaries of the company and one Joint Venture) which are covered in the register maintained under section 189 of the Companies Act 2013.

(b) The advance in the nature of loans are given interest free.

(c) According to the information and explanation given to us no repayment schedule has been specified and loans are repayable on demand. Accordingly paragraph 3(iii)(b) of the order is not applicable to the Company in respect of repayment of principal amount.

(d) There are no overdue amounts of more than Rupees One lakh in respect of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and therefore, the directives issued by the Reserve Bank of India and the provisions contained in Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and Rules framed there under are not applicable to the company. According to the information and explanation given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of deposits.

(vi) We have broadly reviewed the books and accounts maintained by the company pursuant to rules made by the Central Government of India, regarding the maintenance of cost records under such clause (l) of the section 148 of the Company’s Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have 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 explanation

given to us and as per the records of the Company examined by us undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, duty of Customs, duty of Excise, VAT, Cess, TDS and other material statutory dues have been deposited with the appropriate authorities with certain delays. Undisputed amount payable in respect of Service Tax and TDS dues outstanding at the year-end for a period of more than six months from the date it became payable, is in respect of service tax - Rs. 619.13 Lakhs and in respect of TDS Rs. 51.77 Lakhs.

(vii) (b) According to the information and explanation given to us, the particulars of dues of Income Tax, Sales Tax, Service Tax, duty of customs, duty of excise, VAT which have not been deposited on account of dispute are as follows :

Nature of Dues	Period to which the amount related	Amount Rs. in lakh	Forum where the dispute is pending
Service Tax	2000-01 to 2004-05	531.24	Commissioner of Service Tax, Kolkata
	2005-06 to 2008-09	167.15	The Hon''ble Customs Excise & Service Tax Appellate Tribunal, EZB, Kolkata, Stay Granted.
	2007-08 to 2009-10	3.32	Demand confirmed by Addl. com. of Service tax for which Appeal is pending before Commissioner (Appeal-I)
	2006-07 to 2010-11	946.85	Demand confirmed by Commissioner of Service tax for which Appeal is pending before The Hon''ble Customs Excise & Service Tax Appellate Tribunal, EZB, Kolkata. Stay Granted
	2006-07 to 2007-08	26.75	Addl. Com. of Service tax
	2010-11 to 2011-12	62.58	Commissioner of Service tax 1 commissioner ate Kolkata
Sales Tax VAT / CST	2005 - 06	39.36	Calcutta High Court
	2007 - 08	560.13 62.44
	2008 - 09	1092.16	Appeal filled in W.B. Commercial Taxes Appellate & Revisioinal
	2009 - 10	203.50	Board.
	2010-11	363.82
	2012-13	57.71	Appeal filed before Joint commissioner Commercial Taxes Kolkata (South) Circle
Income Tax	2008 - 09	367.44	CIT (A) - XXX, Kolkata
	2009-10	50.02
	2012-13	50.16	CIT (A) - 4 Kolkata

(vii) Based on our audit procedures and according to the information and explanation given to us, the company has made delays in making repayment of dues to banks and financial institution. The Company has also defaulted in some repayment of dues to certain Banks. The outstanding dues as on 31.03.2016 are as follows:

Sl.No.	Name of the Bank / Financial Institution	Principal due (Rs. in lakh)	Interest Due	Period of outstanding
1	DBS Bank	1,750.00	563.00	Continuing since 2014-15
2	Bank of Baroda	8,341.00	447.00	Continuing since January 2016
3	Yes Bank	750.00	181.00	Continuing since September 2015
4	Uco Bank	8,600.00	496.00	Continuing since December 2015
5	Kotak Mahindra Bank	463.55	0.22	Continuing since 2014-15

(ix) The Company has not raised money by way of initial public offer or further public offer (including debt instruments). The term loans have been applied for the purpose for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us by the Management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) To the best of our knowledge and according to the information and explanations given to us, the Company has paid /provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the order is not applicable

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45- I of the Reserve bank of India Act, 1934.

ANNEXURE “B’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 8(i) under ‘ Report on Other Legal and Regulatory Requirements'' of our report of even date)

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 SIMPLEX PROJECTS LIMITED (''the Company’) as on 31^st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''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 the Company’s policies, the safe guarding 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were 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 operative 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 auditors 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 of 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 purpose 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 responsible detail, accurately and fairy reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are records as necessary to permit preparation of financial statements in accordance with authorizations of the 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 nor be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future period are subject to the risk that the internal financial control over financial reporting may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Chaturvedi & Company

Chartered Accountants

(Firm Reg. No. 302137E)

Nilima Joshi

Place : Kolkata Partner

Date : 30th May, 2016 Membership No. 52122

---

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Simplex Projects Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial

Statements:

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibilities:

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

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

We conducted our audit in accordance with the Standards on Auditing 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 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 financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 financial statements.

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

Basis of Qualified Opinion

4. a) Attention is invited to Note no. 33 regarding company's branch at Libya which has stopped functioning due to political unrest prevailing there. The total expenses incurred at the branch during the year amounts to Rs.2,097.17 Lakhs including depreciation which have been transferred to work in progress and the total assets of the branch as on the balance sheet date amounts to Rs.38677.42 Lakhs. The management has certified the financial accounts, assets and liabilities of the branch as on 31.03.2015 and is confident of realising the above amounts and hence no adjustments have been considered necessary in the accounts by them.

b) In view of the lack of adequate information we are unable to comment on the extent of the eventual recoverability of the amounts due and the assets at Libya. The impact of this matter on the financial statement, profits for the period, assets and liabilities and EPS of the Company is not ascertainable presently at this stage and hence we are unable to express our opinion on the impact of the same on the financial statements of the Company for the year.

c) Investment of Rs. 54.94 lakhs in the partnership firm Simplex Projects (Netherlands) Co-operative U.A. is doubtful of recovery since project has not started and no provision for the same has been made by the Company. Due to this loss of the company is understated by Rs. 54.94 lakhs and Reserves of the Company over stated by same amount.

d) We did not audit the financial statements of two branches at Libya and Kuwait included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs.4,4907.82 lakhs as at 31st March, 2015 and total revenues of Rs. 1,2657.84 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements of these branches are unaudited and have been furnished to us by the management 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 management.

Qualified Opinion:

5. In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2015 and its loss and its Cash Flow for the year ended on the date.

Emphasis of Matter:

6. We draw attention to the following matters in the notes to the following statement.

a) note no. 30(a) regarding closing balance confirmations of Debtors, Creditors, Earnest Money, loans and advances being unconfirmed and Kisan Vikash Patra and National Saving certificates being not available with the company, in respect of which we are unable to express our opinion.

b) note no. 30(b) regarding non provision of any further interest charges on dues of DBS Bank (NPA) other than at contracted rate.

c) note no. 30(c) regarding non provision of any additional interest on Hire Purchase loan where repayment period has expired but amounts remain unpaid.

d) note no. 29 regarding site expenses and trading expenses for executing the contract work which have not been bifurcated under the different heads of expenditure.

e) note no. 18 and 22 regarding recoverability of claim aggregating Rs.581.25 Lakhs in arbitration

Rs. 1,309.53 Lakhs in legal cases and note no. 22 regarding overdue amounts of Work-In-Progress aggregating Rs. 148.50 Lakhs respectively due to disputes with the customers. The ultimate outcome of these disputes cannot be determined. However the company is of the view that these amounts are recoverable and no provision is required against the same.

f) note no. 34 regarding foreign exchange fluctuation on account of overseas borrowing which has been amortized by treating the same as long term from the initial time of borrowing. Due to this profit has increased by Rs. 1,139.55 Lakhs for the year as the same is amortized.

g) The company has not made any provision against Trade Receivables of more than three years amounting to Rs. 897.05 Lakh and Advances paid to suppliers of material and Subcontractors amounting to Rs. 8121 lakhs for more than 3 years, and advance against projects Rs. 1014.35 lakhs which according to management are recoverable / adjustable and no provision is required for the same.

h) Attention is invited to note no. 31 regarding materials in transit amounting to Rs.465.29 lakhs which have been charged to capital work in progress but the materials are still lying at the port.

Our opinion is not modified in respect of these matters except as otherwise stated.

Report on Other Legal and Regulatory Requirements:

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

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

a) except for the indeterminate effect of matter referred to in paragraph 4(a) to (d) above, 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, except for the effect of the matter described in the Basis for Qualified opinion paragraph 4(a) to (d) above, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except in case of branches which have not been audited and for which we are unable to give our comments.

c) The reports on the accounts of the two branch offices of the Company duly certified by the management have been given us and have been properly dealt with by us in preparing this report.

d) except for the matter referred to in paragraph 4(a) to (d) and above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the certified accounts of the two branches given by the management.

e) in our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph 4 above the aforesaid standalone financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

f) The matter described in the Basis for Qualified Opinion paragraph 4 above in our opinion may have an adverse effect on the functioning of the Company.

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

h) The qualification relating to the maintenance of accounts and other matters connected therewith reference is drawn to Basis of Qualified Opinion paragraph to the financial statements and the matters are as stated in the Basis of Qualified Opinion paragraph above.

i) 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 standalone financial position, as detailed in Note 35 to the standalone financial statements;

ii) the Company has long term contracts as on 31st March, 2015 for which there were no materials foressable losses, and

ii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company at the end of the year.

For Chaturvedi & Company Chartered Accountants (Firm Reg. No. 302137E)

Nilima Joshi

Place : Kolkata Partner

Date : 27th May, 2015 Membership No. 52122

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH "UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE

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

(b) Fixed assets have been physically verified by the management during the year end (except for the assets deployed at its branch in Libya and Kuwait), 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. However, in absence of physical verification at its branch in Libya and Kuwait, we are unable to comment on the discrepancies therein, if any.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year except for the branch at Libya and Kuwait.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However in absence of physical verification at its branch in Libya and Kuwait, we are unable to comment on the discrepancies therein, if any.

(iii) (a) According to the information and explanation given to us, the company has granted interest free advance in the nature of loans to two parties (one subsidiary of the company and one Joint Venture) which are covered in the register maintained under section 189 of the Companies Act 2013.

(b) According to the information and explanation given to us no repayment schedule has been specified and loans are repayable on demand. Accordingly paragraph 3(iii)(b) of the order is not applicable to the Company in respect of repayment of principal amount.

(c) There are no overdue amounts of more than Rupees One lakh in respect of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act

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

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and therefore, the provisions contained in Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and Rules framed there under are not applicable to the company. According to the information and explanation given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of deposits.

(vi) We have broadly reviewed the books and accounts maintained by the company pursuant to rules made by the Central Government of India, regarding the maintenance of cost records under such clause (l) of the section 148 of the Company's Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have 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 explanation given to us and as per the records of the Company examined by us undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, VAT, Cess, TDS and other material statutory dues have been deposited with the appropriate authorities with delays throughout the year. Undisputed amount payable in respect of Service Tax dues outstanding at the year-end for a period of more than six months from the date it became payable, is in respect of service tax - Rs. 63.07 lacs and in respect of TDS Rs. 37.62 lacs.

(b) According to the information and explanation given to us, the particulars of dues of Income Tax, Service Tax, Sales Tax, VAT and Custom Duty which have not been deposited on account of dispute are as follows:

Nature of Dues Period to which the Amount amount related

2000-01 to 2004-05 531.24

2005-06 to 2008-09 167.15

2007-08 to 2009-10 3.32

Service Tax 2006-07 to 2010-11 946.85

2005-06 39.36

2007- 08 560.13

62.44

Sales Tax/VAT/ 2008-09 1092.16

CST 2009-10 203.50

2010-11 363.82

2008- 09 367.44

Income Tax 2009-10 50.02

2012-13 50.16



Nature of Dues Forum where the dispute is pending

Commissioner of Service Tax, Kolkata The Hon'ble Customs Excise & Service Tax Appeliate Tribunal, EZB, Kolkata, Stay Granted.

Demand confirmed by Addl. com. of Service tax for which Appeal is pending before Commissioner (Appeal-I)

Service Tax Demand confirmed by Commissioner of Service tax for which Appeal is pending before The Hon'ble Customs Excise & Service Tax Appellate Tribunal, EZB, Kolkata. Stay Granted

Calcutta High Court Sales Tax/VAT/ CST Appeal filled in W.B. Commercial Taxes Appellate & Revisional Board.

CIT (A) - XXX, Kolkata Income Tax CIT (A) - 4 Kolkata

(c) The Company has transferred the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 (1 of 2013) and rules made there under within the specified time.

(viii) The Company does not have accumulated losses at the end of the Financial Year and has incurred cash losses in the current financial year but not in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, the company has made delays in making repayment of dues to all banks and financial Institution throughout the year. Most of the cash credit accounts were overdrawn throughout the year. The Company has also defaulted in repayment of dues to financial institutions and Banks. The outstanding dues as on 31.03.2015 are as follows :

(Rs. In lakhs)

Sl. No. Name of the Bank / Principal due Interest Due Period of outstanding Financial Institution (Rs. in lakhs)

1 DBS Bank 1750.00 281.98 NPA

2 Kotak Mahindra Prime Ltd. 3.49 0.12 From June 2014

3 HDFC Bank Ltd 8.79 0.20 From April 2014

4 Srei Equipment Finance Pvt Ltd. 181.26 22.40 From Sep 2014

5 L & T Finance 21.33 0.47 From Sep 2014

6 Tata Capital Financial Services Ltd. 133.79 6.88 From June 2014

(x) The company has given a counter guarantee on behalf of its subsidiaries to a bank for issuing Bank Guarantee by earmarking the limits of the company. In our opinion based on the information and explanation received, the terms and conditions of the guarantees are not prejudicial to the interest of the company.

(xi) The term loans have been applied for the purpose for which they were raised.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us by the Management, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Company Chartered Accountants (Firm Reg. No. 302137E)

Nilima Joshi

Place : Kolkata Partner

Date : 27th May, 2015 Membership No. 52122

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements:

2. 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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'' Responsibilities:

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Qualified Opinion

5. Attention is invited to Note no. 33 regarding company''s branch at Libya which has stopped functioning due to political unrest prevailing there. The total expenses incurred at the branch during the year amounts to Rs.3,739.57 Lakhs including depreciation which have been transferred to work in progress and the total assets of the branch as on the balance sheet date amounts to Rs.37,859.83 Lakhs. The management has certified the financial accounts, assets and liabilities of the branch (considering the audited accounts of the Libya Branch by the branch auditor till 31.12.13) and is confident of realising the above amounts and hence no adjustments have been considered necessary in the accounts by them, in respect of which we are unable to express our opinion for the financial transactions, assets and its liabilities.

Qualified Opinion:

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

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

b) in the case of the Statement of Profit and Loss, of the 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:

7. Without qualifying our opinion, we draw attention to:

a) note no. 30 regarding closing balance confirmations of Debtors, Creditors, Earnest Money deposits and advances being unconfirmed and Kisan Vikash Patra and National Saving certificates being not available with the company, in respect of which we are unable to express our opinion.

b) note no. 29 regarding site expenses and trading expenses for executing the contract work which have not been bifurcated under the different heads of expenditure.

c) note no. 18 and 22 regarding recoverability of claim aggregating Rs.606.08 Lakhs in arbitration Rs. 1,826.54 Lakhs in legal cases and overdue amounts of Work-In-Progress aggregating Rs. 148.50 Lakhs respectively due to disputes with the customers. The ultimate outcome of these disputes cannot be determined. However the company is of the view that these amounts are recoverable and no provision is required against the same. Hence we are unable to express our opinion in respect of same.

d) note no. 34 regarding foreign exchange fluctuation on account of overseas borrowing which has been amortized by treating the same as long term from the initial time of borrowing. Due to this profit has increased by Rs. 1,367.46 Lakhs for the year as the same is amortized.

e) The company has not made any provision against Trade Receivables for more than three years amounting to Rs. 964.48 Lakh and Advances paid to suppliers of material and Subcontractors amounting to Rs. 774.04 lakhs for more than 3 years, which according to management are recoverable / adjustable and no provision is required for the same.

f) Attention is invited to note no. 31 regarding materials in transit amounting to Rs.471.61 lakhs which have been charged to capital work in progress but the materials are still lying at the port.

g) Foreign Currency Term loan of Rs. 9,552.06 lacs has been considered as long term loan instead of shortterm loan.

Report on Other Legal and Regulatory Requirements:

8. 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.

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

a) except for the matter referred to in paragraph 5 above, 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, except for the matter referred to in paragraph 5 above, 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) except for the matter referred to in paragraph 5 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, except for the matter referred to in paragraph 5 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 8 "UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE

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

(b) Fixed assets have been physically verified by the management during the year end except for the assets deployed at its branch in Libya, 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. However, in absence of physical verification at its branch in Libya, we are unable to comment on the discrepancies therein, if any.

(c) According to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However in absence of physical verification at its branch in Libya, we are unable to comment on the discrepancies therein, if any.

(iii) (a) According to the information and explanation given to us, the company has granted advance in the nature of loans to three parties (two subsidiaries of the company and Joint Venture) which are covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding at any point of time during the year was Rs. 4,667.89 Lakhs and the year-end balance of loan from two parties is Rs. 3,120.59 Lakhs.

(b) According to the information and explanation given to us, the loans given to the subsidiary is interest free and payable on demand which as per the management is not prejudicial to the interest of the company.

(c) According to information and explanation given to us the said advances in the nature of loans are repayable on demand and as such Clause (iii)(c) &

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

(d) According to the information and explanations given to us, the company has taken unsecured loan from one party covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any point of time during the year was Rs. 382.62 Lakhs and the year- end balance of the same is Rs. 382.62 Lakhs.

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

(f) In respect of the loan taken, repayment of the principal amount is on demand.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. Further during the course of our audit, we have neither come across nor have been informed of any instances of major weaknesses in internal controls system.

(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, transactions those needs to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Act and exceeding a value of Rupees five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise. According to the information and explanation given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of deposits.

(vii) In our opinion, the company''s internal audit needs to be strengthened.

(viii) We have broadly reviewed the books and accounts maintained by the company pursuant to rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of the sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, VAT, Cess, TDS and other material statutory dues have been deposited with the appropriate authorities with delays throughout the year. Undisputed amount payable in respect of Service Tax dues outstanding at the year-end for a period of more than three months from the date it became payable, is as follows:-

Nature Amount Period to Due Date of of dues (Rs. in Lakh) which it date Payment relates

Service 112.95 Sept''13 to 6th of next Not Yet Tax Dec''13 month Paid

b) According to the information and explanation given to us, the particulars of dues of Income Tax, Service Tax, Sales Tax, VAT and Custom Duty which have not been deposited on account of dispute are as follows: (Rs. in Lakh)

Nature of Period to which Amount Forum where the Dues the amount dispute is pending relates

Service Tax 2000-01 to 531.24 Commissioner of Service Tax, 2004-05 Kolkata

2010-11 167.15 The Hon''ble Customs Excise & Service Tax Appellate Tribunal, EZB, Kolkata

2012-13 3.32 Demand confirmed by Addl. Com. Of Service tax for which Appeal is pending before Commissioner (Appeal -1) 2012-13 946.85 Demand confirmed by Commissioner of Service tax for which Appeal is pending before The Hon''ble Customs Excise & Service Tax Appellate tribunal, EZB, Kolkata

Sales Tax / 2005-06 39.36 Calcutta High Court

VAT / CST 2007-08 560.13 Appeal filled in W.B. Commercial Taxes Appellate 62.44 & Revisioinal Board

2008-09 1,092.16

2009-10 203.50

Income Tax A. Y. 2008-09 367.44 CIT (A) - XXX, Kolkata

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

(xi) Based on our audit procedures and according to the information and explanation given to us, the company has made delays in making repayment of dues to banks throughout the year. The Company has defaulted in repayment of dues to financial institutions and Banks. The outstanding dues as on 31.03.2014 are as follows:

Sl Name of Bank Principal Interest Period of No. due due outstanding

1 DBS Bank Ltd. - 111.51 Nov''13 to March''14

2 Kotak Mahindra 140.03 24.46 Dec''13 to Bank Ltd. March'' 14

3 Axis Bank Ltd. - 17.31 March ''14

4 L & T Finance 68.82 2.24 Jan''14 to Ltd. March''14

5 Tata Capital 22.23 9.22 Dec''13 to Financial March''14 Services Ltd.

6 Srei Equipment 70.05 18.38 Jan''14 to Finance Pvt. Ltd. March''14

7 Kotak Mahindra 0.97 0.09 Feb''14 to Prime Ltd. March''14

8 HDFC Bank Ltd. 10.00 0.25 Nov''13 to March''14

9 ICICI Bank Ltd. 0.63 0.04 March''14

(xii) Based on our examination of documents and records and according to the information and explanation given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has maintained proper records of securities and other investments, which it has traded in and also in respect of shares and other securities, held as investments and the said investments are in the name of the Company.

(xv) The company has given a counter guarantee on behalf of its subsidiaries to a bank for issuing Bank Guarantee by earmarking the limits of the company. In our opinion based on the information and explanation received, the terms and conditions of the guarantees are not prejudicial to the interest of the company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The company has not made any preferential allotment to parties and companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) Based on the records examined by us, we report that the Company has not raised any money from public issue during the year.

(xxi) During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the management.

For Chaturvedi & Company Firm Registration Number- 302137E Chartered Accountants

Nilima Joshi Partner Membership No.52122

Place :Kolkata Dated: 30th May 2014

---

Mar 31, 2013

Report on the Financial Statement

1. We have audited the accompanying financial statements of Simplex Projects Limited (''the Company"), which comprises the Balance Sheet as at March 31, 2013, 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.

Managements'' Responsibilities for the Financial

Statement

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance 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.

Auditors'' Responsibilities

3. 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.

4. 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.

5. Basis of Qualified Opinion

a. Attention is invited to Note no. 33 regarding company''s branch at Libya which has stopped functioning due to political unrest prevailing there. The total expenses incurred at the branch during the year amounts to Rs.2354.97 lakhs including depreciation which have been transferred to work in progress and the total assets of the branch as on the balance sheet date amounts to Rs.16142.21 lakhs. The management has certified the financial accounts, assets and liabilities of the branch and is confident of realising the above amounts and hence no adjustments have been considered necessary in the accounts by them and in respect of which we are unable to express our opinion for the financial transactions, assets and its liabilities.

Qualified Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements subject to the effects of the matters described in the ''Basis for Qualified Opinion'' paragraph mentioned in para 5 above, 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 Profit and Loss Account, of the profit/ 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.

7. Emphasis of Matter

Without qualifying our opinion, we draw attention to:

a. note no. 30 regarding closing balances confirmations of Debtors, Creditors, Earnest Money deposits and advances being unconfirmed and Kisan Vikash Patra and National Saving certificates being not available with the company, in respect of which we are unable to express our opinion.

b. note no. 29 regarding site expenses for executing the contract work which have not been bifurcated under the different heads of expenditure.

c. note no. 18 and 22 regarding recoverability of claim aggregating Rs. 606.08 lakhs and overdue amounts of Work-In-Progress aggregating Rs. 148.50 lakhs respectively due to disputes with the customers. The ultimate outcome of these disputes cannot be determined. However the company is of the view that these amounts are recoverable and no provision is required against the same. Hence we are unable to express our opinion in respect of same.

d. note no. 34 regarding Foreign exchange fluctuation on account of overseas borrowing which has been amortized by treating the same as long term from the initial time of borrowing. Due to this profit has increased by Rs.737.32 lakhs for the year as the same is amortized. Report on Other Legal and Regulatory Requirements

8. 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.

9. 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 the 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 8 ''UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE

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

(b) Fixed assets have been physically verified by the management during the year end except for the assets deployed at its branch in Libya, 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. However, in absence of physical verification at its branch in Libya, we are unable to comment on th discrepancies therein, if any.

(c) According to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

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

(b) The procedures of physical verifications of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However in absence of physical verification at its branch in Libya, we are unable to comment on the discrepancies therein, if any.

(iii) (a) According to the information and explanation given to us, the company has granted advance in the nature of loans to three parties (two subsidiaries of the company and Joint Venture) which are covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding at any point of time during the year was Rs. 5,748.07 Lakh and the year end balance of the same is Rs. 4,648.23 Lakh.

(b) According to the information and explanation given to us, the loans given to the subsidiary is interest free and payable on demand which as per the management is not prejudicial to the interest of the company.

(c) According to information and explanation given to us the said advances in the nature of loans are repayable on demand and as such Clause (iii)© & (d) of Companies (Auditor''s Report) Order, 2003, are not applicable to the company.

(d) On the basis of examination of records and according to the information and explanations given to us, the company has not taken any loans secured or unsecured from the party covered in the register maintained under section 301 of the Companies Act, 1956.

(e) As the company has not taken any loan secured or unsecured from the party covered in the register maintained under section 301 of the Companies Act, 1956 paragraph (iii), (f) & (g) of Companies (Auditor''s Report) Order, 2003, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods/service. Further during the course of our audit, we have neither come across nor have we been informed of any instance of major weaknesses in internal control system.

(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 transactions those needs to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of deposits.

(vii) As informed to us, the company has internal audit system commensurate with its size and nature of its business.

(viii)We have broadly reviewed the books and accounts maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of the sub- section (1) of Section 209 of the Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the Company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, ESI, Income tax, Sales tax, VAT and other material statutory dues applicable to it. However, there are delays by the company in depositing TDS and Service Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess, Investor Education and Protection fund and other material statutory dues for a period of more than six months from the date they became payable were outstanding as at 31st March, 2013.

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

(xi) Based on our audit procedures and according to the information and explanation given to us, the company has made slight delays in making repayment of dues to banks. The company has no overdue outstanding in this respect at the year end.

(xii) Based on our examination of documents and records and according to the information and explanation given by the management the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has maintained proper records of securities and other investments, which it has traded in and also in respect of shares and other securities, held as investments and the said investments are in the name of the Company.

(xv) The company has given a counter guarantee on behalf of its subsidiaries to a bank for issuing Bank Guarantee by earmarking the limits of the company. In our opinion based on the information and explanation received, the terms and conditions of the guarantees are not prejudicial to the interest of the company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The company has not made any preferential allotment to parties and companies covered under register maintained under section 301 of the companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) Based on the records examined by us, we report that the Company has not raised any money from public issue during the year.

(xxi) During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For Chaturvedi & Company

Firm Registration Number – 302137E

Chartered Accountants

Nilima Joshi

Partner

Membership No.52122

Place : Kolkata

Dated : 30th May 2013

---

Mar 31, 2012

1. We have audited the attached Balance sheet of SIMPLEX PROJECTS LTD. as at 31st March, 2012 and also the Statement of Profit and loss and the Cash Flow Statement for the year ended on that date annexed there to. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by Company (Auditors Report) (Amendment) Order 2004 "the Order", issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we set out in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said Order.

4. We did not audit the financial statement of the foreign branch of the Company at Libya. These financial statements are audited by the other auditor, whose report have been furnished to us, and in our opinion, in so far as it relates to the amounts included in respect of the said branch, is based solely on the reports of the other auditor.

5. We draw attention to note no. 33 to the financial statements where management has represented that operation of the Company's branch at Libya which had stopped due to political situation has since stabilized and management is confident of reassuming the project once the situation is conducive where aggregate assets are to the tune of Rs. 74360.59 lacs and is confident of realizing it.

6. Attention is also drawn to note no. 34 of the financial statement regarding change in accounting policy wherein Foreign exchange fluctuation on account of overseas borrowing has been amortized by treating the same as long term from initial time of borrowing the same. Due to this profit has increased by Rs. 588.61 lacs for the year as the same is amortized.

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

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

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

(iii) The Balance sheet, Statement of Profit & loss and the cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Statement of Profit & loss and the cash flow statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes and our comments in para 5 and 6 above and subject to note 29 regarding non bifurcation of expenses as per part- II of Schedule-VI and note 30 regarding non confirmation of debtors, creditors, advance and bank balance thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2012.

(b) In the case of the Statement of Profit and loss, of the profit for the year ended on the date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S. SIMPLEX PROJECTS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st March, 2012

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

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

(c) According to the information and explanations given to us, No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year except for the branch at Libya which was done at the year end.

(b) The procedures of physical verifications of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanation given to us, the Company has granted advance in the nature of loans to three parties (two subsidiaries of the Company and Joint Venture) which are covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding at any point of time during the year was Rs. 5635.60 Lakh and the year end balance of the same is Rs. 5635.60 Lakh.

(b) According to the information and explanation given to us, the loans given to the subsidiary is interest free and payable on demand which as per the management is not prejudicial to the interest of the Company.

(c) According to information and explanation given to us the said advances in the nature of loans are repayable on demand and as such Clause (iii)(c) & (d) of Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

(d) On the basis of examination of records and according to the information and explanations given to us, the Company has not taken any loans secured or unsecured from the party covered in the registered maintained under section 301 of the Companies Act, 1956.

(e) As the Company has not taken any loan secured or unsecured from the party covered in the register maintained under section 301 of the Companies Act, 1956 paragraph (iii) (e),(f) & (g) of Companies (Auditor's Report) Order, 2003, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods/service. Further during the course of our audit, we have neither come across nor have we been informed of any instance of major weaknesses in internal control procedures.

(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, transactions those need to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

(viii) We have broadly reviewed the books and accounts maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of the sub-section (1) of Section 209 of the Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have 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 and explanations given to us, except for slight delays, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess, Investor Education and Protection fund and other statutory dues, as applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess, Investor Education and Protection fund and other material statutory dues for a period of more than six months from the date they became payable were outstanding as at 31st March, 2012.

(c) According to the information and explanation given to us, the particulars of dues of Income Tax, Service Tax, Sales Tax, VAT and Custom Duty which have not been deposited on account of dispute are as follows:

(Rs. in lakh)

Nature of Dues Period to which the Amount Forum where the amount relates dispute is pending

Service Tax 2000-01 to 2004-05 531.24 Commissioner of Service Tax

2010-11 167.15 The Hon'ble Customs Excise & service Tax Appellate tribunal, EZB, Kolkata

Customs Duty 2004-05 1.84 Asstt. Commissio -ner of Customs Income Tax 2004-05 22.29 CIT (A) - XII, Kolkata

Hon'ble Calcutta High Court

2005-06 190.51 Hon'ble Calcutta High Court

2006-07 744.64 Appelate tribunal/ Hon'ble Calcutta Hight Court

2007-08 388.77 CIT(A)-XII, Kolkata

2008-09 344.65 CIT(A)-XII, Kolkata

Sales Tax / VAT 2005-06 39.36 Calcutta High Court 2007-08 560.13 Sr. Joint Commiss -ioner CST 62.44 Commercial Taxes

2008-09 1092.16 (Appeal)

(x) The Company has neither accumulated losses at 31st March, 2012 nor has it incurred any Cash losses during the year and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) Based on our examination of documents and records and according to the information and explanation given by the management the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has maintained proper records of securities and other investments, which it has traded in and also in respect of shares and other securities, held as investments and the said investments are in the name of the Company.

(xv) The Company has given a counter guarantee on behalf of its subsidiaries to a bank for issuing Bank Guarantee by earmarking the limits of the Company. In our opinion based on the information and explanation received, the terms and conditions of the guarantees are not prejudicial to the interest of the Company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii)According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)The Company has not made any preferential allotment to parties and companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

(xix)According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) Based on the records examined by us, we report that the Company has not raised any money from public issue during the year.

(xxi)During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the management.

For Chaturvedi & Company

Firm Registration Number-302137E

Chartered Accountants

Nilima Joshi

Place : Kolkata Partner

Dated : 30th May, 2012 Membership No.52122

---

Mar 31, 2011

1. We have audited the attached Balance sheet of SIMPLEX PROJECTS LTD. as at 31st March, 2011 and also the profit and loss account and the cash flow statement for the year ended on that date annexed there to. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 and as amended by Company (Auditors Report) (Amendment) Order 2004 "the order", issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we set out in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said order.

4. We did not audited the financial statement of the foreign branch of the Company at Libya. As stated in Note No. 15 of Schedule 12 to the financial statement of the Company, figures pertaining to its branch in Libya have been taken upto 16th February 2011, due to political situation and unrest prevailing there and the management has certified the financial statements pertaining to its said branch in Indian rupees. We have placed our reliance on the management certified branch account for the purpose of giving our opinion.

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

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

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

(iii) The Balance sheet, Profit & loss account and the cash flow statement dealt with by this report are in agreement with the books of account.

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

(v) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified 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.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts and read together with other notes in the schedule subject to clause 4 above, clause (ib) & clause (iia) & (iiic) of the annexure referred to in paragraph 3 above , note 5 regarding non bifurcation of expenses as per part-II of Schedule-VI and note 12 regarding non confirmation of debtors, creditors, advance and bank balance of Schedule 12 thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2011.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S. SIMPLEX PROJECTS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st March , 2010.

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

(b) Fixed assets have been physically verified by the management during the year end except for the assets deployed at its branch in Libya, 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. However, in absence of complete physical verification at the year end at its branch in Libya, we are unable to comment on the discrepancies therein, if any.

(c) According to the information and explanations given to us, No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year except for branch at Libya at the year end.

(b) The procedures of physical verifications of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However in absence of complete physical verification at the year end at its branch in Libya, we are unable to comment on the discrepancies therein.

(iii) (a) According to the information and explanation given to us, the company has granted advance in the nature of loans to three parties (two subsidiaries of the company and Joint Venture) which are covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding at any point of time during the year was Rs. 4,90,142 thousand and the yearend balance of the same is Rs. 4,90,142 thousand.

(b) According to the information and explanation given to us, the loans given to the subsidiary is interest free and payable on demand which as per the management is not prejudicial to the interest of the company.

(c) According to information and explanation given to us the said advances in the nature of loans are repayable on demand and as such Clause (iii)(c) & (d) of Companies (Auditor's Report) Order, 2003, are not applicable to the company.

(d) On the basis of examination of records and according to the information and explanations given to us, the company has not taken any loans secured or unsecured from the party covered in the registered maintained under section 301 of the Companies Act, 1956.

(e) As the company has not taken any loan secured or unsecured from the party covered in the register maintained under section 301 of the Companies Act, 1956 paragraph (iii) (e),(f) & (g) of Companies (Auditor's Report) Order, 2003, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods/service. Further during the course of our audit, we have neither come across nor have we been informed of any instance of major weaknesses in internal control procedures.

(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, transactions that need to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

(viii) As explained to us the Central Government has not prescribed for the maintenance of cost record under section 209(1) (d) of the Companies Act, 1956 in respect of the business of the Company.

(ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess, Investor Education and Protection fund and other statutory dues, as applicable. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess, Investor Education and Protection fund and other material statutory dues for a period of more than six months from the date they became payable were outstanding as at 31st March, 2011.

(c) According to the information and explanation given to us, the particulars of dues of Income Tax, Service Tax, Sales Tax, VAT and Custom Duty which have not been deposited on account of dispute are as follows:

Nature of Dues Period to which the Amount Forum where the amount relates (Rs. in '000) dispute is pending

Service Tax 2000-01 to 2004-05 53,124 Commissioner of Service Tax

2010-11 16,715 The Hon'ble Customs Excise & service Tax Appellate tribunal, EZB, Kolkata

Customs Duty 2004-05 184 Asstt. Commissioner of Customs

Income Tax 2004-05 2,229 CIT (A) - XII, Kolkata Hon'ble Calcutta High Court

2005-06 19,051 Hon'ble Calcutta High Court

2006-07 74,464 Appelate tribunal/ Hon'ble Calcutta Hight Court

2007-08 38,877 CIT (A) - XII, Kolkata

Sales Tax / VAT 2005-06 3,936 Sr. Joint Commissioner Commercial Taxes 2007-08 56,013 (Appeal)

CST 6,244

(x) The Company has neither accumulated losses at 31st March, 2011 nor has it incurred any Cash losses during the year and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) Based on our examination of documents and records and according to the information and explanation given by the management the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has maintained proper records of securities and other investments, which it has traded in and also in respect of shares and other securities, held as investments and the said investments are in the name of the Company.

(xv) The Company has not given any guarantee for Loans taken by others from Bank or Financial institutions during the financial year. In respect of guarantee issued by the company in an earlier year, the amount has been paid off by the Joint venture company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii)According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)The Company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) Based on the records examined by us, we report that the Company has not raised any money from public issue during the year.

(xxi) During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For Chaturvedi & Company

Firm Registration Number-302137E

Chartered Accountants

Nilima Joshi

Place : Kolkata Partner

Dated : 30th May, 2011 Membership No.52122

---

Mar 31, 2010

1. We have audited the attached Balance sheet of SIMPLEX PROJECTS LTD. as at 31st March, 2010 and also the profit and loss account and the cash flow statement for the year ended on that date annexed there to. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 and as amended by Company (Auditors Report) (Amendment) Order 2004 “the order”, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we set out in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said order.

4. We did not audit the financial statement of the foreign branch of the Company. These financial statements have been audited by the other auditor, whose report have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the said foreign branch, is based solely on the reports of the other auditor.

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

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

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

(iii) The Balance sheet, Profit & loss account and the cash flow statement dealt with by this report are in agreement with the books of account.

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts and read together with other notes in the schedule subject to note 5 regarding non bifurcation of expenses as per part-II of Schedule-VI and note 12 regarding non confirmation of debtors, creditors, advance and bank balance of Schedule 12 thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2010.

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

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

ANNEXURE TO AUDITORS REPORT ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S. SIMPLEX PROJECTS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st March , 2010.

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

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

(c) According to the information and explanations given to us, No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

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

(b) The procedures of physical verifications of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanation given to us, the company has granted advance in the nature of loans to two parties (a subsidiary of the company and Joint Venture) which are covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding at any point of time during the year was Rs. 34,03,12,870/- and the year end balance of the same is Rs. 32,61,87,415/- (b) According to the information and explanation given to us, the loans given to the subsidiary is interest free and payable on demand which as per the management is not prejudicial to the interest of the company.

(c) According to information and explanation given to us the said advances in the nature of loans are repayable on demand and as such Clause (iii)(c) & (d) of Companies (Auditors Report) Order, 2003, are not applicable to the company.

(d) On the basis of examination of records and according to the information and explanations given to us, the company has not taken any loans secured or unsecured from the party covered in the registered maintained under section 301 of the Companies Act, 1956.

(e) As the company has not taken any loan secured or unsecured from the party covered in the register maintained under section 301 of the Companies Act, 1956 paragraph (iii) (e),(f) & (g) of Companies (Auditors Report) Order, 2003, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods/service. Further during the course of our audit, we have neither come across nor have we been informed of any instance of major weaknesses in internal control procedures.

(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, transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the

Act and exceeding a value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public except repayment of a deposit before maturity .No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

(viii) As explained to us the Central Government has not prof the business of the Company.

(ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess, Investor Education and Protection fund and other statutory dues, as applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess, Investor Education and Protection fund and other material statutory dues for a period of more than six months from the date they became payable were outstanding as at 31st March, 2010.

(c) According to the information and explanation given to us, the particulars of dues of Income Tax, Service Tax, Sales Tax, VAT and Custom Duty which have not been deposited on account of dispute are as follows:

Nature of Dues Period to which the Amount Forum where the

amount relates (Rs.) dispute is pending

Service Tax 2000-01 to 2004-05 5,31,24,001 Commissioner of Service Tax

Customs Duty 2004-05 1,84,646 Asstt. Commissioner of Customs

Income Tax 2006-07 2,88,95,591 CIT (A)-XII,Kolkata

Sales Tax / VAT 2005-06 49,13,264 Sr. Joint Commissioner

2006-07 Commercial Taxes

(x) The Company has neither accumulated losses at 31st March, 2010 nor has it incurred any Cash losses during the year and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) Based on our examination of documents and records and according to the information and explanation given by the management the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has maintained proper records of securities and other investments, which it has traded in and also in respect of shares and other securities, held as investments and the said investments are in the name of the Company.

(xv) The company has also given a corporate guarantee to a bank for financial assistance in foreign currency extended to its joint venture amounting to Rs.2,88,26,560/-. In our opinion and based on the information and explanations received, the terms and conditions of these guarantees are not prejudicial to the interest of the company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii)According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)The company has not made any preferential allotment to parties and companies covered under register maintained under section 301 of the companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) Based on the records examined by us, we report that the Company has not raised any money from public issue during the year.

(xxi) During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For Chaturvedi & Company

Firm Registration Number-302137E

Chartered Accountants

Nilima Joshi

Place : Kolkata Partner

Dated : 26th May, 2010 Membership No.52122