Auditor Report of UB Engineering Ltd.

Mar 31, 2014

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

Management''s responsibility for the Financial Statements

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 sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") ( Which continue to be applicable in respect of section 133 of Companies Act, 2013 in terms of circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs as well as per circular 08/2014 dated 04.04.2014 of the Ministry of Corporate Affairs). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

Reference is invited to Note No. 20 wherein, management has given reasons for presenting financial statements on the principles applicable to going concern, which in our opinion is based upon happening of certain future events on which we are unable to form such an opinion.

Matter of Emphasis

We draw attention without qualifying the report to the following matters:

a) During the F.Y. 2012-13, a Bank Guarantee invoked by customers of Rs. 191.65 Million in August 2012, which is being contested before High Court of Punjab & Haryana at Chandigarh, has been referred to arbitration. ( Note No. 22 )

b) The entire expenditure incurred at or for contract sites are shown under "Contract Costs" without classifying the same under nominal heads of expenditure. ( Note No. 33 )

c) Post 31st March 2014, various Bank Guarantees aggregating to Rs. 353.44 Million issued by the Company towards performance / mobilization advance / security has been invoked by various clients / vendors.

In our opinion the accounts read with the observations in the paragraph above " Basis for Qualified Opinion and Matter of Emphasis", give a true and fair view.

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 of our report of even date)

(i) The Company has maintained proper records to show full particulars including quantitative details and location of fixed assets.

As per the information and explanations given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals and no serious discrepancies between the book records and physical verification were noticed. During the year the Company has not disposed off any substantial / major part of fixed assets.

(ii) a) As per the information and explanations given to us, the inventories of consumables and spare parts have been physically verified by the management at reasonable intervals during the year.

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

c) The Company is maintaining proper records of inventories. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties as listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause (iii) (b) to (iii) (d) of paragraph 4 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the Management, we are of the opinion that there are no transactions that need to be entered in the Register maintained under Section 301 of the Companies Act, 1956.

(vi) As the Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under, clause (vi) of the order is not applicable.

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

(viii) The maintenance of cost records for certain sites and areas, pursuant to Section 209(1)(d) of the Companies Act, 1956 are applicable to the Company and are broadly maintained by the Company.

(ix) (a) (i) As part of the Company''s work is carried out at various sites and collection of data regarding Provident Fund dues takes time. It is the practice of the Company to deposit a lump sum amounts against these dues and adjust the excess or deficit payments periodically after ascertaining details.

Further, there is delay in remittance of Outstanding Provident Fund dues. Provident Fund outstanding as on March 31,2014 is Rs. 60.35 Million including Employees Deposit Linked Insurance, for the current period.

(ii) As informed to us, provisions of Employees'' State Insurance Scheme ( E.S.I.) are not applicable to the Company, except in respect of eight sites where Company is yet to deposit Rs. 0.38 Million .

(iii) According to information and explanations given to us, following statutory payments are outstanding for more than six months, from due date of payment -

- Service Tax Rs.276.72 Million ( excluding interest ) .

- Provident Fund Rs. 40.75 Million

- T.D.S. Rs 12.66 Million

- Profession Tax Rs. 0.79 Million

- E.S.I. Rs. 0.08 Million

- Employee''s Deposit Linked Insurance Rs. 5.69 Million relating to earlier years.

- Gratuity Rs. 4.84 Million

(b) According to the information and explanations given to us, details of the amounts due on account of dispute in respect of Sales Tax and Income Tax dues as of March 31,2014, have not been deposited with the authorities and the forum where the disputes are pending as given below :

Sr. Particulars Nature of Financial Amount Forum where No. the Dues Year to Outstanding dispute is which the (Rs.Million) pending Amounts Relate

1 Sales Tax Sales & other Tax 1987 - 2014 391.88 Sales Tax , Indirect Service Central Excise Taxes Tax, and Customs Customs Authorities in Various States

2 Sales Tax Sales Tax Deferral 1987 - 1994 53.86 High Court, Scheme Mumbai

3 Income Income 2008-09 0.68 Commissionern of Tax Tax 2009-10 198.98 Income Tax, Pune

(x) In the current financial year ended March 31,2014 the company had incurred a cash loss. There was no cash loss in the immediately preceding financial year.

(xi) In the current financial year ended March 31,2014 , there was a delay in repayment of Bank Loan Installments together with Interest aggregating to Rs. 122.40 Million along with devolved Letter of Credits outstanding of Rs. 113.14 Million.

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

(xiii) Clause (xiii) of the order is not applicable to the Company as the Company is not a Chit fund company or nidhi / mutual benefit fund/ society.

(xiv) Clause (xiv) of the order is not applicable to the Company, as the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) Based on audit procedures and on the information given by the Management, we report that during the year Company has availed Term Loan, as per Terms of sanction by bank.

(xvii) During the year under purview the Company has not made any long term Investments out of funds raised on short-term basis or vice versa.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) Clause (xix) of the order is not applicable to the Company, as the Company has not issued any debentures.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M/s. V. P. MEHTA & Co. CHARTERED ACCOUNTANTS ( Firm Registration No.106326 W )

VIPUL P. MEHTA ( PROPRIETOR ) Mem. No. 035722 Mumbai November 19, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of UB Engineering Limited, as at March 31, 2012, the related Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. We have to state that these financial statements are the responsibility of the Company’s Management and our responsibility is to express our opinion on these financial statements is complied with by this report based on our audit.

We have been informed that Sudan branch has since been closed due to completion of project and balance entries regarding billing, collection, payments etc. has been suitably incorporated in the books. In view of this, no separate audit of Sudan operations was conducted during the year.

2. As for the scope and basis for our opinion, we state that we have conducted the audit in accordance with the Auditing Standards generally accepted in India and obtained reasonable assurance about the financial statements being free of material misstatement. Our audit includes, wherever necessary, examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also includes assessing adherence to the accounting principles and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records that were considered appropriate and the information and explanations given to us during the course of the audit, we annex hereto a statement on matters specified in paragraphs 4 and 5 of the said Order:

Further to our comments referred to above, we report that:

(1) 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 ;

(2) 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 the books.

(3) 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.

(4) The Balance Sheet, the Statement of Profit and Loss and the 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.

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

(6) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement read together with the Accounting Policies and Notes forming part of accounts the notes give the information required by the Companies Act, 1956, in the manner so required subject to Note No. 29 in regarding disclosure of expenditure on contracts.

We draw attention without qualifying the accounts to the following matters

(a) Trade Receivables exceed 50 % of the turnover for the year, recovery of which has been slow.

(b) During the year, two Bank Guarantees given by the Company on behalf of Company’s Subsidiaries were invoked / paid, involving the outflow of Rs. 138.60 Million. Recoverability of 80 % of the said invoked / paid guarantees, is contested through Writ Petitions which are pending before Madhya Pradesh High Court. (Note No. 20)

(c) (i) Bank Guarantees invoked by Customers Rs. 208.27 Million (including Rs. 191.65 Million

invoked in August 2012, which is being contested before Chandigarh High Court) (Note No. 19)

(ii) Devolvement of Letter of Credit of Rs. 256.58 Million pertaining July / August 2012. (Note No. 19)

In our opinion the accounts read with the observations in the paragraph above, give a true and fair view.

(7) As per our opinion, the accounts give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(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 for the year ended on that date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative

details of fixed assets. As regards the fixed assets at sites, the vocational details are in the process of updating.

(b) Physical verification of certain assets has been carried out in a phased manner by the Management, which in our opinion is reasonable taking into account the nature of the assets and the size of the business. We are informed that discrepancies noticed on such verification between the physical assets and the book records, are not material and have been properly dealt with in the books of account.

(c) As per the information and explanations given to us, the disposals of assets during the year were not substantial so as to have an impact on the operations of the Company or affect its going concern status.

(ii) (a) The inventory of consumables, stores and spare parts held at sites has been physically

verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and as explained to us, the discrepancies noticed on verification between physical stock and the book records were not material and those have been properly dealt with in the books of account.

(iii) (a) As per the information and explanation given to us and the records produced to us for our

verification, the Company has not granted any secured or unsecured loans to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (b),(c) and (d) are, therefore, not applicable.

(e) As per the information and explanation given to us and the records produced to us for our verification, the Company has not taken any secured or unsecured loans from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (f) and (g) are, therefore, not applicable.

(iv) In our opinion and according to information and explanations given to us, the internal control procedures are generally adequate with regard to purchases of inventory and fixed assets and for sale of goods and services.

(v) (a) According to the information and explanations given to us, no transactions of purchase of

goods and materials and sale of goods, materials and services were made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In view of the remarks under sub-clause (a) above, the reporting requirement under this sub-clause is not applicable.

(vi) According to the information and explanations given to us and as shown by the books of accounts, the Company has no Public Deposits and hence the provisions of Section 58A of the Companies Act, 1956 are not applicable.

(vii) Internal Audit is being carried out by the UB Group Internal Audit Department, the scope and coverage of which, in our opinion, is commensurate with the size and nature of its business.

(viii) Maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) (1) As part of the Company’s work is carried out at various sites and collection of data regarding Provident Fund dues takes time, it is the practice of the Company to deposit a lump sum amounts against these dues and adjust the excess or deficit payments periodically after ascertaining details. The Company has generally been regular in depositing Provident Fund dues with the appropriate authorities.

(2) As informed to us, the provisions of Employees’ State Insurance (E.S.I.) Scheme are not applicable to the Company except in respect of nine sites where the Company has generally been regular in depositing E.S.I. dues with the appropriate authorities.

(3) The Company has generally been regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Central Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts of statutory dues, which have remained outstanding as at March 31, 2012 for a period exceeding six months from the date those became payable with the exception of Employee’s Deposit Linked Insurance Rs. 5.69 Million relating to earlier years. However, Service tax remaining unpaid as of date for the period up to March 2012 amounting Rs. 72.81 Million including Interest.

(b) According to the information and explanations given to us, details of the amounts due on account of dispute in respect of Sales Tax and Income Tax dues as of March 31, 2012, have not been deposited with the authorities and the forum where the disputes are pending as given below :

Sr.Particulars Nature of Financial Year Amount Forum where No. the Dues to which the Outstanding dispute is pening Amounts Relate (Rs Million)

1 Sales Tax Sales Tax 1987 - 2007 102.88 Sales Tax Appellate Authorities in Various States

2 Sales Tax Deferral Sales Tax 1987 -1994 53.86 High Court, Mumbai Scheme

3 Income Tax Income 2008-09 4.98 Commissioner of Tax 2007-08 0.44 Income Tax, Pune

(x) For current financial year ended March 31, 2012 the Company has not incurred cash losses. There was no cash loss in the immediately preceding financial year.

(xi) According to information and explanations given to us, there are no defaults on payments to banks / financial institutions as on March 31, 2012 except Bank Term Loan Installments and Interest outstanding as on 31.03.2012 of Rs. 46.54 Million and Letter of Credits due but not paid of Rs. 60.29 Million, which have been paid subsequently.

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

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society.

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

(xv) According to the information and explanations given to us, the Company’s Guarantee limits have been used for giving guarantees for its wholly owned subsidiary and step-down subsidiaries, to the tune of Rs. 138.60 Million.

(xvi) According to the information and explanations given to us, fresh term loans have been obtained by the Company during the year from banks and in terms of sanction by the respective banks. Term loans are being utilised for purpose for which they were sanctioned.

(xvii) On the basis of our examination of the cash flow statement and the information and the explanation given to us, the funds raised on short term basis have not been used for long term investments and vice versa.

(xviii) The Company has not made any preferential allotments of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out 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 year, nor have we been informed of such cases by the Management.

For M/s. V.P.MEHTA & CO.

CHARTERED ACCOUNTANTS (Firm Reg. No. 106326 W)

Mumbai VIPUL P. MEHTA

August 24, 2012 (PROPRIETOR)

(Mem. No. 35722)

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Mar 31, 2011

1. We have audited the attached Balance Sheet of UB Engineering Limited, as at March 31, 2011, the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. We have to state that these financial statements are the responsibility of the Company's management and our responsibility is to express our opinion on these financial statements is complied with by this report based on our audit.

2. As for the scope and basis for our opinion, we state that we have conducted the audit in accordance with the Auditing Standards generally accepted in India and obtained reasonable assurance about the financial statements being free of material misstatement. Our audit includes, wherever necessary, examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also includes assessing adherence to the accounting principles and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records that were considered appropriate and the information and explanations given to us during the course of the audit, we annex hereto a statement on matters specified in paragraphs 4 and 5 of the said Order:

Further to our comments referred to above, we report that:

(1) 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;

(2) 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 the books.

(3) The Balance Sheet the Profit and Loss Account and the Cash flow Statement dealt with by this report are in agreement with the books of account.

(4) The Balance Sheet, the Profit and Loss Account and the 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.

(5) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on March 31, 2011 from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit and Loss Account and the Cash Flow Statement read together with the schedules, the notes and accounting policies give the information required by the Companies Act, 1956, in the manner so required subject to Note No. 8 in the Schedule 'L' - Notes on Accounts, regarding disclosure of expenditure on contracts.

(7) The accounts of Sudan branch have been independently audited by M/s. Hassabo & Company. The said accounts are incorporated in the books of the Company. We have relied on their report for the purpose of this Audit.

(8) As per our opinion, the accounts give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011;

(b) in the case of the Profit and Loss Account, 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 for the year ended on that date.

Annexure to the Auditors' Report (Referred to in paragraph 3 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details of fixed assets. As regards the fixed assets at sites, the locational details are in the process of updation.

(b) Physical verification of certain assets has been carried out in a phased manner by the management, which in our opinion is reasonable taking into account the nature of the assets and the size of the business. We are informed that discrepancies noticed on such verification between the physical assets and the book records, are not material and have been properly dealt with in the books of account.

(c) As per the information and explanations given to us, the disposals of assets during the year were not substantial so as to have an impact on the operations of the Company or affect its going concern status.

(ii) (a) The inventory of consumables, stores and spare parts held at sites has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory and as explained to us, the discrepancies noticed on verification between physical stock and the book records were not material and those have been properly dealt with in the books of account.

(iii) (a) As per the information and explanation given to us and the records produced to us for our verification, the Company has not granted any secured or unsecured loans to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (b),(c) and (d) are .therefore, not applicable.

(e) As per the information and explanation given to us and the records produced to us for our verification, the Company has not taken any secured or unsecured loans from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (f) and (g) are, therefore, not applicable.

(iv) In our opinion and according to information and explanations given to us, the internal control procedures are generally adequate with regard to purchases of inventory and fixed assets and for sale of goods and services.

(v) (a) According to the information and explanations given to us, no transactions of purchase of goods and materials and sale of goods, materials and services were made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In view of the remarks under sub-clause (a) above, the reporting requirement under this sub-clause is not applicable.

(vi) According to the information and explanations given to us and as shown by the books of accounts, the Company has no Public Deposits and hence the provisions of Section 58A of the Companies Act, 1956 are not applicable.

(vii) Internal Audit is being carried out by the UB Group Internal Audit Department, the scope and coverage of which, in our opinion, is commensurate with the size and nature of its business.

(viii) Maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) (1) As part of the Company's work is carried out at various sites and collection of data regarding Provident Fund dues takes time, it is the practice of the Company to deposit a lump sum amount against these dues and adjust the excess or deficit payments periodically after ascertaining details.

The Company has generally been regular in depositing Provident Fund dues with the appropriate authorities.

(2) As informed to us, the provisions of Employees' State Insurance (E.S.I.) Scheme are not applicable to the Company except in respect of nine sites where the Company has generally been regular in depositing E.S.I. dues with the appropriate authorities.

(3) The Company has generally been regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Central Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts of statutory dues, which have remained outstanding as at March 31, 2011 for a period exceeding six months from the date those became payable with the exception of Profession Tax Rs. 0.02 Million (subsequently paid) and Employee's Deposit Linked Insurance Rs. 5.69 Million relating to earlier years.

(b) According to the information and explanations given to us, details of the amounts due on account of dispute in respect of Sales Tax and Income Tax dues as of March 31, 2011, have not been deposited with the authorities and the forum where the disputes are pending as given below:

Sr. Pariculars Nature of the Financial Year to No. Dues which the Amounts Relate

1 Kuwait Tax Liability Income Tax 1996 -1999

2 Sales Tax Sales Tax 1987-2007

3 Sales Tax Deferral Sales Tax 1987-1994 Scheme

4 Income Tax Income Tax 2008-09

2007-08

Pariculars Amount Forum where Outstanding dispute is (Rs. Million) pending

Kuwait Tax Liability 44.56 Honorable Kuwait Court

Sales Tax 111.85 Sales Tax Appellate Authorities in Various States

Sales Tax Deferral 53.86 High Court, Mumbai Scheme

Income Tax 4.98 Commissioner of Income 0.44 Tax, Pune

(x) For current financial year ended March 31, 2011 the Company has not incurred cash losses. There was no cash loss in the immediately preceding financial year.

(xi) According to information and explanations given to us, there are no defaults on payments to banks / financial institutions as on March 31, 2011.

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

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society.

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

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

(xvi) According to the information and explanations given to us, fresh term loans have been obtained by the Company during the year from banks and in terms of sanction by the respective banks. Term loans are being utilized for purchase of strategic equipment and working capital loan for regular business activities.

(xvii) On the basis of our examination of the cash flow statement and the information and the explanation given to us, the funds raised on short term basis have not been used for long term investments and vice versa.

(xviii) The Company has not made any preferential allotments of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out 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 year, nor have we been informed of such case by the management.

For M/s. V.P. MEHTA & CO. CHARTERED ACCOUNTANTS (Firm Reg. No. 106326 W)

VIPUL P. MEHTA (PROPRIETOR) (Mem. No. 35722)

Bangaluru July 06,2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of UB Engineering Limited, as at March 31, 2010, the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. We have to state that these financial statements are the responsibility of the Companys management and our responsibility is to express our opinion on these financial statements is complied with by this report based on our audit.

2. As for the scope and basis for our opinion, we state that we have conducted the audit in accordance with the auditing standards generally accepted in India and obtained reasonable assurance about the financial statements being free of material misstatement. Our audit includes, wherever necessary, examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also includes assessing adherence to the accounting principles and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records that were considered appropriate and the information and explanations given to us during the course of the audit, we annex hereto a statement on matters specified in paragraphs 4 and 5 of the said Order:

Further to our comments referred to above, we report that:

(1) 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;

(2) 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 the books. The Branch Auditors Report have been forwarded to us and appropriately dealt with, in this report.

(3) The Balance Sheet, the Profit and Loss Account and the Cash flow Statement dealt with by this report are in agreement with the books of account.

(4) We draw attention without qualifying our report to Note No. 1 in Schedule ‘L - Notes on Accounts, regarding treating notional appreciation in the value of certain fixed assets as general reserve instead of revaluation reserve and setting off arrears of deferred tax asset of Rs. 121.15 Million against notional general reserve is at variance with Accounting Standard 10 and 22 respectively and generally accepted accounting principles, though in accordance with the Scheme of Arrangement.

(5) The Balance Sheet, the Profit and Loss Account and the 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.

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

(7) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit and Loss Account and the Cash Flow Statement read together with the schedules, the notes and accounting policies give the information required by the Companies Act, 1956, in the manner so required

subject to Note No. 9 in the Schedule ‘L - Notes on Accounts, regarding disclosure of expenditure on contracts.

(8) As per our opinion, the accounts give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(b) in the case of the Profit and Loss Account, 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 for the year ended on that date.

Annexure to the Auditors Report

(i) (a) The Company has maintained proper records showing full particulars including quantitative details of fixed assets. As regards the fixed assets at sites, the locational details are in the process of updation.

(b) Physical verification of certain assets has been carried out in a phased manner by the management, which in our opinion is reasonable taking into account the nature of the assets and the size of the business. We are informed that discrepancies noticed on such verification between the physical assets and the book records have been properly dealt with in the books of account.

(c) As per the information and explanations given to us, the disposals of assets during the year were not substantial so as to have an impact on the operations of the Company or affect its going concern status.

(ii) (a) The inventory of consumables, stores and spare parts held at sites has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory and as explained to us, the discrepancies noticed on verification between physical stock and the book records were not material and those have been properly dealt with in the books of account.

(iii) (a) As per the information and explanation given to us and the records produced to us for our verification, the Company has not granted any secured or unsecured loans to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (b),(c) and (d ) are therefore, not applicable.

(e) As per the information and explanation given to us and the records produced to us for our verification, the Company has not taken any secured or unsecured loans from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and that the reporting requirements of sub-clauses (f) and (g) are, therefore, not applicable.

(iv) In our opinion and according to information and explanations given to us, the internal control procedures

are generally adequate with regard to purchases of inventory and fixed assets and for sale of goods and services.

(v) (a) According to the information and explanations given to us, no transactions of purchase of goods and materials and sale of goods, materials and services were made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In view of the remarks under sub-clause (a) above, the reporting requirement under this sub-clause is not applicable.

(vi) According to the information and explanations given to us and as shown by the books of accounts, the Company has no Public Deposits and hence the provisions of Section 58A of the Companies Act, 1956 are not applicable.

(vii) Internal Audit is being carried out by the UB Group Internal Audit Department, the scope and coverage of which, in our opinion, is commensurate with the size and nature of its business.

(viii) Maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) (1) As part of the Companys work is carried out at various sites and collection of data regarding Provident Fund dues takes time, it is the practice of the Company to deposit a lump sum amount against these dues and adjust the excess or deficit payments periodically after ascertaining details. The Company has generally been regular in depositing Provident Fund dues with the appropriate authorities.

(2) As informed to us, the provisions of Employees State Insurance (E.S.I.) Scheme are not applicable to the Company except in respect of six sites where the Company has generally been regular in depositing E.S.I. dues with the appropriate authorities.

(3) The Company has generally been regular in depositing undisputed statutory dues including Income- Tax, Sales-Tax, Wealth Tax, Service Tax, Central Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts of statutory dues, which have remained outstanding as at March 31, 2010 for a period exceeding six months from the date those became payable with the exception of Sales Tax Rs. 1.39 Million ( demand subsequently withdrawn) , Profession Tax Rs. 0.12 Million ( Rs. 0.07 Million subsequently paid ) , Gratuity Rs. 0.79 Million ( subsequently paid) and Employees Deposit Linked Insurance Rs. 5.69 Million.

(b) According to the information and explanations given to us, details of the amounts due on account of dispute in respect of Sales Tax and Income Tax dues as of March 31, 2010, have not been deposited with the authorities and the forum where the disputes are pending as given below :

Sr. Particulars Nature of the Financial Year to Amount Forum where

No. Dues which the Amounts Outstan ding dispute is pending

Relate (Rs. Million)

1 Kuwait Tax Liability Income Tax 1996 - 1999 42.82 Honorable Kuwait Court

2 Sales Tax Sales Tax 1987 - 2007 103.50 Sales Tax Appellate

Authorities in Various States

3 Sales Tax Deferral Sales Tax 1987 - 1994 53.86 High Court, Mumbai Scheme

4 Income Tax Income Tax 2008-09 5.56 Commissioner of

2007-08 1.69 Income Tax, Pune

(x) For current financial year ended March 31, 2010 the Company has not incurred cash losses. There was no cash loss in the immediately preceding financial year.

(xi) According to information and explanations given to us, there are no defaults on payments to banks / financial institutions as on March 31, 2010.

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

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society.

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

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

(xvi) According to the information and explanations given to us, fresh term loans have been obtained by the Company during the year from banks and in terms of sanction by the respective banks. Term loans are being utilized for purchase of strategic equipment and working capital term loan for regular business activities.

(xvii) On the basis of our examination of the cash flow statement and the information and the explanation given to us, the funds raised on short term basis have not been used for long term investments and vice versa.

(xviii) The Company has not made any preferential allotments of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out 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 year, nor have we been informed of such case by the management.

For M/s. V. P. MEHTA & CO.

CHARTERED ACCOUNTANTS (Firm Reg. No. 106326 W)

VIPUL P. MEHTA (PROPRIETOR)

(Mem. No. 35722)

Pune

June 24, 2010