Auditor Report of Tirupati Sarjan Ltd.

Mar 31, 2018

Independent Auditor’s Report

To,

The Members of,

TIRUPATI SARJAN LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of TIRUPATI SARJAN LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, cash flows in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. In conducting 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 and the Order under section 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone 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 auditor’s 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 control 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. 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Basis For Qualified Opinion

The Company has not made provision for Gratuity Expense and Leave Encashment in its books, which constitutes a departure from Accounting Standard 15 -“Employee Benefits” referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thus, the company has overstated the profit to that extent, amount being not ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair as per the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable that:

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has pending litigations, its impact on financial position is as per point no. 7(6) of Annexure B to the Independent Auditors Report.

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

iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. Based on audit procedures and representations provided to us by the management, we report that the disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management.

v. The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 have not been made since the requirement does not pertain to financial year ended 31^st March, 2018.

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

Annexure “A” to the Independent Auditor’s Report

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

Report on the Internal Financial Controls Over Financial Reporting 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 TIRUPATI SARJAN LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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.

Referred to in of our report of even date

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that -

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

(b) As explained to us, all the assets have been physically verified by the management once during the year, 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) The title deeds of immoveable properties included in the Property, Plant and Equipment as disclosed in Note 3 to the financial statement are held in the name of the company.

2. As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material. The discrepancies have been properly dealt with in the books of accounts)

3. The company had granted loan to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest.

(b) No Schedule of repayment of principal and payment of interest has been stipulated.

(c) No Schedule of repayment of principal and payment of interest has been stipulated and therefore the question of overdue amounts does not arise. Though Company has informed that the reasonable steps have been taken for recovery of the principal and interest.

4. In respect of loans, investments guarantees, and security the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of Directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable . 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.

6. We have broadly reviewed the books of accounts and records maintained by the company pursuant to the rules prescribed under section 148(1) of the Act for maintenance of cost records in respect of companies Services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of records.

7. (a) According to the records of the company the company is generally regular in depositing with appropriate authorities undisputed statutory dues including, income tax, sales tax, service tax and other material statutory dues applicable to it.

According to the information and explanations given to us, undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax that were in arrears, as at 31-Mar-2018 for a period of more than six months from the date they became payable are given below.

Name of the Statute	Amount (Rs.)	Period to which amount relates
Professional Tax	1,28,200/-	For the F. Y. 2017-18
Professional Tax	6,94,229/-	For the F. Y. 2016-17
TDS Payable	1,13,08,868/-	For the F. Y. 2017-18
VAT Payable	1,37,146/-	For the F. Y. 2017-18
Service Tax Payable	84,08,800/-	For the F. Y. 2017-18

(b) According to the information and explanations given to us, the dues of income tax and Service tax that have not been deposited with appropriate authorities on account of any dispute and the forum where the disputes are pending are given below. ('' in lacs)

Name of the Statute	Assessment Year	Original Demand	Demand Outstanding as on 31-3-18	Remarks
Income Tax	2006-07	Nil	Nil	During the course of assessment Company’s claim U/s. 80 IA / 80 IB was restricted and the first Appellate authority allowed the claim in favour of the Company. The Ahmadabad tribunal has also allowed the matter in favor of the company. The department has chosen to appeal the same in Gujarat High Court.
Income Tax	2012-13	5.31	Nil	The demand has been raised during the assessment proceedings and confirmed by the Commissioner ((Appeal). The Company has filed an Appeal with Income Tax Appellate Tribunal. ITAT has set aside file to AO for Verifications.
Service Tax	2007-13	239.44	221.48	The demand has been raised and the Company has filed an Appeal with CESTAT after paying the 7.5% of the Demand duty.
Service Tax	Oct-11 to Sept -12	75.95	75.95	The demand has been raised and the Company has filed an Appeal with CESTAT after paying 7.5% of the demand duty.

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, the company has not defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders

9. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument). However the moneys were raised by way of term loans which were applied for the purposes for which those were raised.

10. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit that causes the financial statements to be materially misstated.

11. The Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14 The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors or persons connected with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

For SWETA PATEL & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN:139165W CA SWETA H PATEL

Partner

M.No.154493

Place : Ahmedabad

Date : 06-06-2018

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Mar 31, 2016

INDEPENDENT AUDITORS REPORT

To,

The Members of,

TIRUPATI SARJAN LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of (‘the company''), which comprises Balance Sheet as at 31^st Mar 2016, the Statement of Profit and Loss account 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 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 provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making Judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and Completeness of the accounting records, relevant to the preparation and presentation of the financial Statements that give a true and fair view and are free from materials misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedure 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 assessment, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 for Qualified Opinion

The Company has not made provision for Gratuity Expense and Leave Encashment in its books, which constitutes a departure from the Accounting Standard 15 - ’’Employee Benefits” referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, Thus, the Company has overstated the profit to that extent, amount being not ascertained.

Qualified Opinion

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 Basis for Qualified Opinion paragraph, 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, 31st March 2015 and their profit and their Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

4. As required by the Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143 (11) of the Act, we enclosed in the annexure a statement on matters specified in paragraph 3 & 4 of the said order.

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

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

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

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

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

e) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31^st Mar 2016 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31^st Mar

2016 from being appointed as a directors in terms of section 164(2) of the Act.

g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the companies Act, 2013 (“the Act”)- is enclosed an annexure to this report.

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

i. As informed to us the Company does not have any pending litigations which would impact its financial position]

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF 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 (‘the Company'') as of 31-Mar-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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

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

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

We believe that the audit evidence I/we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in 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-Mar-2016.

Referred to in of our report of even date

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: -

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

(b) As explained to us, all the assets have been physically verified by the management once during the year, 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) The title deeds of immoveable properties included in the fixed asset as disclosed in Note 9 to the financial statement are held in the name of the company.

2. As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material. The discrepancies have been properly dealt with in the books of accounts)

3. The company had granted loan to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest.

(b) No Schedule of repayment of principal and payment of interest has been stipulated.

(c) No Schedule of repayment of principal and payment of interest has been stipulated and therefore the question of overdue amounts does not arise. Though Company has informed that the reasonable steps have been taken for recovery of the principal and interest.

4. In respect of loans, investments guarantees, and security the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of Directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable . 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.

6. We have broadly reviewed the books of accounts and records maintained by the company pursuant to the rules prescribed under section 148(1) of the Act for maintenance of cost records in respect of companies Services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of records.

7. (a) According to the records of the company the company is generally regular in depositing with appropriate

authorities undisputed statutory dues including, investor education protection fund, income tax, sales tax, service tax and other material statutory dues applicable to it.

According to the information and explanations given to us, undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax that were in arrears, as at 31-Mar-2016 for a period of more than six months from the date they became payable are given below.

Name of the Statute	Amount (Rs.)	Period to which amount relates
Professional Tax	9,39,340/-	For the FY.2015-16
Professional Tax	18,15,520/-	For Earlier Year

(b) According to the information and explanations given to us, the dues of income tax and Service tax that have not been deposited with appropriate authorities on account of any dispute and the forum where the disputes are pending are given below

Name of the Statute	Nature of the dues	Amount (Rs.)	Period to which amount relates
Income Tax	During the course of assessment Company''s claim U/s. 80 IA / 80 IB was restricted and the first Appellate authority allowed the claim in favour of the Company. The Ahmadabad tribunal has also allowed the matter in favor of the company. The department has chosen to appeal the same in Gujarat High Court.	Nil	AY 2006-07
Income Tax	The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.	0.24	A.Y.2009-10
Income Tax	The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.	16.81	A.Y.2013-14
TDS	The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.	8.05	AY.2014-15
Service Tax	The demand has been raised and the Company has filed an Appeal with CESTAT after paying the 7.5% of the Demand duty.	239.44	AY 2007-13

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, the company has not defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders

9. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument). However the moneys were raised by way of term loans which were applied for the purposes for which those were raised.

10. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit that causes the financial statements to be materially misstated.

11. The Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14 The company has made private placement of shares during the year under review. The requirement of Section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised.

15. The company has not entered into any non-cash transactions with directors or persons connected with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

For SWETA PATEL & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN:139165W

CA SWETA H PATEL

Partner

Place : Ahmadabad

Date : 22-6-2016

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Tirupati Sarjan Limited, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year ended on 31st March, 2015, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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, its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company does not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 7 Our Report of even date to the members of Tirupati Sarjan Limited on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i.

a. The Company has maintained proper records showing full particulars, including quantitative details andsituation of fixed assets ;

b. As explained to us and on the basis of representation received from the management of the company, fixed assets have been physically verified by the management at regular intervals, which in our opinion is reasonable, looking to the size of the company and the nature of the business.According to the information and explanation given to us, discrepancies on such verification were not material compared to the available records.

ii.

a. As explained to us, inventories have been physically verified during the year by the management.

b. As per the procedures explained to us, which are followed by the management to physical verification by way of verification of title deeds, site visits by Management and certification of extent of work completion by competent persons are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

iii. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 189 of the companies Act at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.As per the stipulation condition of the Bank's Loan Sanction letter company has accepted the loans.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company. Interest free advances received are less than interest free loans received by the company.

iv. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control had come to our notice.

v. The company has not accepted any deposits with in the meaning of Section 73 to 76 or any other relevant provision of the Companies Act,2013 andrules framed there under.

vi. As informed to us, maintanance of the cost records under section 148(1) of the Companies act,2013 has been prescribed by the Central Government and same is in progress.

vii.

a. According to the records of the Company, it has been generally regular in depositing undisputed Statutory dues including, Income tax, VAT, Service Tax and other statutory dues with the appropriate authorities. According to the information and explanations given to us ,no undisputed amounts payable in respect of above were in arrears, as at March,31 2015 for a period of more than six months from the date on which they became payable except following :

Sr No. Particulars Amount Payable Amount paid till signing as on 31.3.2015 of Balance sheet

1 Professional tax of F.Y. 2014-15 28,31,890 10,10,570

2 Service Tax of F.Y. 2014-15 3,56,070 1,04,782

3 TDS of F.Y. 2014-15 27,22,929 25,78,888

4 EPF of F.Y. 2014-15 24,191 24,191

b. According to the information and explanations given to us and based on the records of the companExamined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes except the followings.

Income Tax Liabilities:

Assessment Original Demand Remarks Year Demand Outstanding (Rs. In lacs) as on 31-03-13 (Rs.in lacs)

2006-07 Nil Nil During the course of assessment Company's claim U/s. 80 IA / 80 IB was restricted and the first Appellate authority allowed the claim in favour of the Company. The Ahmadabad tribunal has also allowed the matter in favor of the company. The department has chosen to appeal the same in Gujarat High Court.

2009-10 9.24 0.24 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.

2010-11 60.5 60.5 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.

2012-13 0.71 0.71 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.The Order of the First Appealate authority is in favour of the asseessee to the extend of Rs.22.34 lakhs and Rs.6.88 Lakhs are subject to confirmation from Assesseeing officer.And for remaining amount assessee will make the further appeal.

TDS liability Penalty

2014-15 8.05 8.05 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.

Service tax Liability

2007-13 239.44 239.44 The demand has been raised and the Company has filed an Appeal with CESTAT after paying the 7.5% of the Demand duty.

c. There has not been an occasion in case of the Company during the year under report to transfer any sumsto the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. Company does not have any accumulated losses, which are not less than fifty percent of its net worth. Also, Company has not incurred any cash losses in such financial year and in the immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of dues to bank or financial institution. Further, Company has not issued any debentures.

x. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee for loans taken by its subsidiary at Kampla, Uganda for Rs. 38.03 crores (7 Million USD) from KCB, Uganda and same is not prejudicial to the interest of the Company.

xi. In our opinion, and according to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For SWETA PATEL & ASSOCIATES

Chartered Accountants

Firm Registration No: 139165W

CA Sweta H Patel

Membership No.154493

Place:Ahmedabad

Date:17-08-2015

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of 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'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us].

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from the branches not visited by us].

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 5 OF OUR AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2014 OF M/S TIRUPATI SARJAN LTD.

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

(b) As explained to us and on the basis of representations received from the management of the Company, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies on such verification were not material compared to the available records.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified during the year by the management.

(b) As per the procedures explained to us, which are followed by the management to physical verification by way of verification of title deeds, site visits by Management and certification of extent of work completion by competent persons are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

3. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 301 of the companies Act at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company. Interest free advances received are less than interest free loans received by the company.

4. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that transactions, in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies Act, 1956 and required to be entered in the register maintained under section 301 of the said Act, have taken place at a prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not invited any deposits from the public for which provision of Section 58-Aof the Companies Act, 1956 and its Rules are applicable.

7. The company has in house internal audit system and in our opinion it commensurate with the size of the company and the nature of its business.

8. As explained to us, maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 has been prescribed by the Central Government and same is in progress.

9. (a) According to the records of the Company, it has been generally regular in depositing undisputed

statutory dues including, Income tax, VAT, Service Tax and other statutory dues with the

appropriate authorities. According to the information and explanations given to us ,no undisputed amounts payable in respect of above were in arrears, as at March,31 2014 for a period of more than six months from the date on which they became payable except following :

Amount Payable Amount paid till signing

as on 31.3.2014 of Balance sheet

Professional tax of Rs. 17,33,520/- Rs. 17,33,520/- F.Y. 2013-14

Service Tax of F.Y. Rs. 67,49,092/- Rs. 31,22,958/- 2013-14

TDS of F.Y. 2013-14 Rs. 18,93,375/- Rs. 19,466/-

EPF of F.Y. 2013-14 Rs. 37,299/- Rs. 37,299/-

(b) As explained to us, and on the basis of our examination of the records, there are no disputed statutory dues pending before any authorities except the followings.

Assessment Original Demand Remarks Year Demand Outstanding (Rs. In as on lacs) 31-03-14 (Rs.in lacs)

2006- 07 Nil Nil During the course of assessment Company''s claim U/s. 80IA/ 80

IB was restricted and the first Appellate authority allowed the claim in favour of the Company. The Ahmadabad tribunal has also allowed the matter in favor of the company. The department has chosen to appeal the same in Gujarat High Court.

2007- 08 23.54 23.54 The demand after First Appellate Authority order is Rs. 22918. The same has been adjusted against refund due to the company.

2009- 10 9.24 0.24 The demand after First Appellate Authority order is Rs. 18154. The same has been adjusted against refund due to the company.

2010- 11 60.50 60.50 The demand after First Appellate Authority order is Rs. 84883. The same has been adjusted against refund due to the company.

2011- 12 0.71 0.71 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.

10. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both in the financial year under review and in the immediately preceding financial year.

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

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of share, debentures or any other securities.

13. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee for loans taken by its subsidiary at Kampla, Uganda for Rs. 38.03 crores (7 Million USD) from KCB, Uganda and same is not prejudicial to the interest of the Company.

14. On the basis of the records examined by us, and relying on the information compiled by the Company for co relating the funds raised to the end use of term loans, we have to state that, the Company has taken a new loans for purchase of vehicle and machinery Rs. 141.645 lacs and also taken a working capital loan of Rs.773 lacs out of which Rs. 675 lacs has been disbursed by bank to meet the working capital gap during the year under review.

15. The company has raised funds on short-term basis, which have not been used for long-term investment and vice versa.

16. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed by the Company during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditor''s Report) Order, 2004, Clauses xiii, xiv, xviii, xix and xx of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For RAJESH J. SHAH & ASSOCIATES Chartered Accountants (FirmRegistration No. 108407W)

Signature (CAKIRAN B. PARIKH) (Partner) (Membership No. 106171)

AHMEDABAD, 31st July, 2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2004 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us].

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from the branches not visited by us].

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

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 5 OF OUR AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR

ENDED 31ST MARCH, 2013 OF M/S TIRUPATI SARJAN LTD.

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

(b) As explained to us and on the basis of representations received from the management of the Company, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies on such verification were not material compared to the available records.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified during the year by the management.

(b) As per the procedures explained to us, which are followed by the management to physical verification by way of verification of title deeds, site visits by Management and certification of extent of work completion by competent persons are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

3. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 301 of the companies Act at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company. Interest free advances received are less than interest free loans received by the company.

4. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that transactions, in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies Act, 1956 and required to be entered in the register maintained under section 301 of the said Act, have taken place at a prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not invited any deposits from the public for which provision of Section 58-A of the Companies Act, 1956 and its Rules are applicable.

7. The company has in house internal audit system and in our opinion it commensurate with the size of the company and the nature of its business.

8. As explained to us, maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 has been prescribed by the Central Government and same is in progress.

9. (a) According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including, Income tax, VAT, Service Tax and other statutory dues with the appropriate authorities. According to the information and explanations given to us ,no undisputed amounts payable in respect of above were in arrears, as at March,31 2013 for a period of more than six months from the date on which they became payable except following : Professional tax of F.Y. 2011-12 Rs. 43,160/- (b) As explained to us, and on the basis of our examination of the records, there are no disputed statutory dues pending before any authorities except the followings.

Income Tax Liabilities:

Assessment Original Demand Demand

Year (Rs. In lacs)

Outstanding as on Remarks 31-03-13 (Rs.in lacs)

The demand has been raised during the assessment 2007-08 23.54 23.54 proceedings and the Company has filed an Appeal with

First Appellate Authority.

2009-10 9.24 0.24

The demand has been raised during the assessment proceedings and the Company has filed an Appeal with

The demand has been raised during the assessment 2010-11 60.50 60.50

proceedings and the Company has filed an Appeal with

First Appellate Authority.

10. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both in the financial year under review and in the immediately preceding financial year.

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

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of share, debentures or any other securities.

13. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee for loans taken by its subsidiary at Kampla, Uganda for Rs. 38.03 crores (7 Million USD) from KCB, Uganda and same is not prejudicial to the interest of the Company.

14. On the basis of the records examined by us, and relying on the information compiled by the Company for co relating the funds raised to the end use of term loans, we have to state that, the Company has taken a new loans for purchase of vehicle and machinery Rs. 141.645 lacs and also taken a working capital loan of Rs.773 lacs out of which Rs. 675 lacs has been disbursed by bank to meet the working capital gap during the year under review.

15. The company has raised funds on short-term basis, which have not been used for long-term investment and vice versa.

16. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed by the Company during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditor''s Report) Order, 2004, Clauses xiii, xiv, xviii, xix and xx of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For RAJESH J. SHAH & ASSOCIATES

Chartered Accountants

(Firm Registration No. 108407W)

(CA KIRAN B. PARIKH)

(Partner)

(Membership No. 106171)

AHMEDABAD, 30th May, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of M/S. TIRUPATI SARJAN LIMITED., as at 31st March, 2012, the annexed Statement of Profit and Loss Account and the Cash flow statements for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatements. 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 principal 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.

2. As required by the Companies (Auditor's Report) Order, 2004 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to above, We report that:

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

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

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

D. In our opinion, the Balance Sheet, the Statement of Profit and Loss Account and Cash Flow Statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

E. Based on the representations made by the Directors as on 31st March, 2012 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors are, as at 31st March, 2012 prima faces disqualified from being appointed as director in terms of clause (g) of sub-section (1) Section 274 of the Companies Act, 1956.

F. In our opinion and to the best of our information and according to explanation given to us, the said financial statements, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India :

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

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

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

Interest Disclosure: Mrs. Alka R. Shah an Independent director of the company is a wife of one of the partner of the firm Mr. Raiesh J. Shah.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012 OF M/S TIRUPATI SARJAN LTD.

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

(b) As explained to us and on the basis of representations received from the management of the Company, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies on such verification were not material compared to the available records.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified during the year by the management.

(b) As per the procedures explained to us, which are followed by the management to physical verification of inventories are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

3. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 301 of the companies Act at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company.

4. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that transactions, in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies Act, 1956 and required to be entered in the register maintained under section 301 of the said Act, have taken place at a prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not invited any deposits from the public for which provision of Section 58-A of the Companies Act, 1956 and its Rules are applicable.

7. The company has in house internal audit system and in our opinion it commensurate with the size of the company and the nature of its business.

8. As explained to us, maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 has been prescribed by the Central Government and same is in progress.

9. (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including, Income tax, VAT, Service Tax and other statutory dues with the appropriate authorities. According to the information ands explanations given to us ,no undisputed amounts payable in respect of above were in arrears, as at March,31 2012 for a period of more than six months from the date on which they became payable.

(b) As explained to us, and on the basis of our examination of the records, there are no disputed statutory dues pending before any authorities except the following.

Income Tax Liabilities:

Assessment Year Original Demand Outstanding Remarks Demand as on 31-03-12 (Rs.In lacs) (Rs.in lacs)

2006-07 Nil Nil During the course of assessment Company's claim U/s. 80 IA / 80 IB was restricted and the first Appellate authority allowed the claim in favour of the Company The Ahmadabad tribunal has also allowed the matter in favor of the company. The department has chosen to appeal the same in Gujarat High Court.

2009-10 9.24 0.24 The demand has been raised during the assessment proceedings and the Company has filed an Appeal with First Appellate Authority.

10. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both in the financial year under review and in the immediately preceding financial year.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has made default of Rs. 1.20 lacs in repayment of dues to The Mehsana Urban Co. Op. Bank Ltd. since June, 2011 which has been cleared before the date of signing of the report.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of share, debentures or any other securities.

13. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee for loans taken by its subsidiary at Kampla, Uganda for Rs. 15.01 crores (7 Billion UGX) from Bank of Baroda, Uganad and same is not prejudicial to the interest of the Company.

14. On the basis of the records examined by us, and relying on the information compiled by the Company for co relating the funds raised to the end use of term loans, we have to state that, the Company has taken a new loans for purchase of vehicle and machinery Rs. 141.645 lacs and also taken a working capital loan of Rs.773 lacs out of which Rs. 275 lacs has been disbursed by bank to meet the working capital gap during the year under review.

15. The company has raised funds on short-term basis, which have not been used for long-term investment and vice versa.

16. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed by the Company during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditor's Report) Order, 2004, Clauses xiii, xiv, xviii, xix and xx of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

FOR, RAJESH J. SHAH & ASSOCIATES CHARTERED ACCOUNTANTS [FRN: 108407W]

CA RAJESH J. SHAH

PLACE : AHMEDABAD. PARTNER

DATE : 17.08.2012 M. No.: 040268

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/S. TIRUPATI SARJAN LIMITED., as at 31st March, 2011, the annexed Profit and Loss Account and the Cash Flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatements. 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 principal 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.

2. As required by the Companies (Auditor's Report) Order, 2004 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to above, We report that:

A. We have obtained all the information and explanation which to the best of our knowledge and belief, were necessary for the purpose of our audit.

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

C. The Balance Sheet, the Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account of the Company.

D. In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

E. Based on the representations made by the Directors as on 31st March, 2011 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors are, as at 31st March, 2011 prima facie disqualified from being appointed as director in terms of clause (g) of sub-section (1) Section 274 of the Companies Act, 1956.

F. In our opinion and to the best of our information and according to explanation given to us, the said financial statements, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India :

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

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

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

Interest Disclosure : Mrs. Alka R. Shah an Independent director of the company is a wife of one of the partner of the firm Mr. Rajesh J. Shah.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2011 OF M/S TIRUPATI SARJAN LTD.

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

(b) As explained to us and on the basis of representations received from the management of the Company, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies on such verification were not material compared to the available records.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified during the year by the management.

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

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

3. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 301 of the Companies Act, 1956 at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company.

4. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that transactions, in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies Act, 1956 and required to be entered in the register maintained under section 301 of the said Act, have taken place at a prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not invited any deposits from the public for which provision of Section 58-A of the Companies Act, 1956 and its Rules are applicable.

7. The company has in house internal audit system and in our opinion it commensurate with the size of the company and the nature of its business.

8. As explained to us, maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 has not been prescribed by the Central Government.

9. (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including, Income tax, VAT, and other Statutory dues with the appropriate authorities.

(b) As explained to us, and on the basis of our examination of the records, there are no disputed statutory dues pending before any authorities except the followings.

Income Tax Liabilities:

Assessment Original Demand Outstand Remarks Year Demand ing as on (Rs. In 31-03-11 (Rs.in lacs) lacs)

2006-07 Nil Nil During the course of assessment Company's claim U/s. 80 IA / 80 IB was restricted and the first Appellate authority allowed the claim in favour of the Company.The Ahmedabad tribunal has also allowed the matter in favour of the company. The department have choosen to appeal the same in Gujarat High Court.

10. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both in the financial year under review and in the immediately preceding financial year.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of share, debentures or any other securities.

13. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

14. On the basis of the records examined by us, and relying on the information compiled by the Company for co relating the funds raised to the end use of term loans, we have to state that, the Company has taken a loans for purchase of vehicle and also taken a working capital loan to meet the working capital gap during the year under review.

15. The company has raised funds on short-term basis, which have not been used for long-term investment and vice versa.

16. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed by the Company during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditor's Report) Order, 2004, Clauses xiii, xiv, xviii, xix and xx of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For, Rajesh J. Shah & Associates Chartered Accountants Firm Regn. No. 108407W

CA Rajesh J. Shah Partner M. No.: 040268

Place Ahmedabad Date 24th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S. TIRUPATI SARJAN LIMITED, as at 31st March, 2010, the annexed Profit and Loss Account and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatements. 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 principal 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.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to above, We report that:

A. We have obtained all the information and explanation which to the best of our knowledge and belief, were necessary for the purpose of our audit.

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

C. The Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this Report are in agreement with the books of account of the Company.

D. In our opinion, the Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

E. Based on the representations made by the Directors as on 31st March, 2010 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors are, as at 31st March, 2010 prima faces disqualified from being appointed as director in terms of clause (g) of sub- section (1) Section 274 of the Companies Act, 1956.

F. In our opinion and to the best of our information and according to explanation given to us, the said financial statements, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India :

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

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

iii) In case of cash flow statement of the cash flow for the year ended on that date.

Interest Disclosure : Mrs. Alka R. Shah an Independent director of the company is a wife of one of the partner of the firm Mr. Rajesh J. Shah.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF M/S TIRUPATI SARJAN LTD.

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

(b) As explained to us and on the basis of representations received from the management of the Company, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies on such verification were not material compared to the available records.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2. (a) As explained to us, inventories have been physically verified during the year by the management.

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

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies noticed on verification between physical stocks and book records were not material.

3. According to the information and explanations given to us, the Company has taken a loan from the parties mentioned in the register maintained under section 301 of the Companies Act at a terms which are not prejudicial to the interest of the company and repayment of its principal and interest are as agreed upon and there is no overdue amount outstanding.

The company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 however the terms and conditions at which such loans have been given are not prejudicial to the interest of the company.

4. On the basis of appropriate audit procedure followed by us and in terms of the information and explanations given to us, we are of the opinion that there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control, had come to our notice.

5. On the basis of audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that transactions, in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies Act, 1956 and required to be entered in the register maintained under section 301 of the said Act, have taken place at a prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has not invited any deposits from the public for which provision of Section 58-A of the Companies Act, 1956 and its Rules are applicable.

7. The company has in house internal audit system and in our opinion it commensurate with the size of the company and the nature of its business.

8. As explained to us, maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 has not been prescribed by the Central Government.

9. (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including, Income tax, Sales tax, and other Statutory dues with the appropriate authorities. In case of Service Tax liability the company has paid it under protest as company is of the opinion that its activities are not within the ambit of Service Tax.

(b) As explained to us, and on the basis of our examination of the records, there are no disputed statutory dues pending before any authorities except the followings.

Income Tax Liabilities:

Assessm Original Demand

ent Year Demand Outstanding

(Rs. In as on 31-03- Remarks

lacs) 10 (Rs.in

lacs)

During the course of assessment

2006-07 Nil Nil Companys claim U/s. 80 IA / 80 IB

was restricted and the first

Appellate authority allowed the

claim in favour of the Company.

However the department has preferred

an appeal before Ahmedabad Tribunal.

Service Tax Liabilities:

Financial Original Demand

Year Demand Outstanding

(Rs. In as on 31-03- Remarks

lacs) 10 (Rs.in

lacs)

The company has received a show

2009-10 45.82 35.82 cause notice from Joint

Commissioner,

Service-tax, Ahmedabad III working

out the above service-tax liability

for the financial years 2005-06 &

2006-07. The matter is pending

before the office of the Joint

Commissioner for appropriate

adjudication. Rs. 10 Lacs has

been paid under protest.

10. The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both in the financial year under review and in the immediately preceding financial year.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of share, debentures or any other securities.

13. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

14. On the basis of the records examined by us, and relying on the information compiled by the Company for co relating the funds raised to the end use of term loans, we have to state that, the Company has taken a loan for purchase of vehicle during the year under review.

15. The company has raised funds on short-term basis, which have not been used for long-term investment and vice versa.

16. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed by the Company during the year.

Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors Report) Order, 2003, Clauses xiii, xiv, xviii, xix and xx of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For RAJESH J. SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

CA RAJESH J. SHAH

PARTNER

Firm Regn No. 108407W

PLACE : AHMEDABAD

DATE : 5th August, 2010