Auditor Report of Unity Infraprojects Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

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

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

Auditor''s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

a. We invite attention to Note 6 relating to loans & advances taken from parties, under which loans & advances taken from ten parties as at March 31 2016 amounting to Rs.2,290.15 Lakhs is deemed as public deposit in terms of Section 73 of the Companies Act, 2013, which amounts to violation of the same under the Act.

b. We invite attention to Note 12 relating to loans & advances given to related parties covered under section 185 of the Companies Act, 2013, under which loans & advances given to four parties during the year after 1 April 2015 amounting to Rs.1,477.39 Lakhs is in violation of the section 185 of the Companies Act, 2013.

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 the 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, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the Standalone financial statements:

Note 46 to the financial statements which indicates that the Company has accumulated loses and its net worth has been substantially reduced and the Company has incurred a net cash loss during the current and previous year. These conditions, along with other matters set forth in the Note 46, cast doubt about the Company''s ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note.

Our opinion is not modified in respect of these matters.

3 Other Matter

We did not audit the financial statements of twelve joint ventures reflecting company''s share in Profit of Rs.700.54 Lakhs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion , in so far as it relates to the amounts included in respect of the said audited Joint Ventures, is based solely on the reports of other auditors.

Our opinion is not modified in respect of this matter. Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure "I", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c the Balance Sheet, the Statement of Profit and Loss, and 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 specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e The matter described in the Basis for Qualified Opinion paragraph and under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

g 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 II".

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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29 to the financial statements;

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 no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

[Referred to in paragraph 1 of "Report on other legal and regulatory requirements" of our report of even date]

TO THE MEMBERS OF UNITY INFRAPROJECTS LIMITED (''the ''Company'')

1 a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c. In our opinion and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except in case of ''Flat at Taloja'' carrying value of Rs.3.92 Lakhs whose title deed is held in the name of Mr. Ramchandran, director of one group company.

2 The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. No discrepancies were noticed on physical verification of inventory.

3 According to the information and explanations given to us, the Company has granted secured / unsecured loans, to a ten subsidiary companies, two associate companies, two joint ventures and one partnership firm covered in the register maintained under Section 189 of the Act. In respect of aforesaid loans

a In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

b The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

c In respect of the aforesaid loans, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, no interest is charged by the company except on one company.

4 In our opinion, the company has given loan to four companies in contravention of Section 185 of the Act. However, the company has complied with the provisions of section 186 in respect of the loans, investments, guarantees and securities, wherever applicable.

5 In our opinion and according to the information and explanations given to us, the Company has not complied with the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 with regard to the amount received from 10 parties. which is deemed as public deposit in terms of Section 73 of the Act. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company in respect of the aforesaid deposits.

6 "We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained as confirmed by the cost auditor appointed by the company. However the cost audit for the financial year 2014-15 has not been completed.

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

7 a) Based on verification of Books of Accounts

and other records of the company examined by us, in our opinion, the Company is not regular in depositing undisputed statutory dues namely provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities. The Statutory dues outstanding as on Balance Sheet date for a period of more than six months from the date they became payable, are listed below:

Name of the Statute	Nature of Dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Date of Payment
The Income Tax Act, 1961	Tax Deducted at Source	2,287.06	F.Y. 2013-14	Not Paid
	Corporate Dividend Tax	1,013.67	F.Y. 2014-15	Not Paid
		312.36	F.Y. 2015-16	Not Paid
		120.19	F.Y. 2011-12	Not Paid
		24.04	F.Y. 2012-13	Not Paid
	Interest on CDT	23.32	F.Y. 2012-13	Not Paid
	Interest on CDT	20.11	F.Y. 2014-15	Not Paid
	Interest on CDT	14.51	F.Y. 2015-16	Not Paid
	Interest on TDS	526.57	F.Y. 2014-15	Not Paid
	Interest on TDS	718.58	F.Y. 2015-16	Not Paid
Employee State Insurance Act	Employer''s Contribution	0.60	F.Y. 2015-16	Not Paid
	Employees'' Contribution	0.20	F.Y. 2015-16	Not Paid
Sales Tax Act	TDS on Works Contract	92.60	F.Y. 2014-15	Not Paid
		61.28	F.Y. 2013-14	Not Paid
		37.11	F.Y. 2015-16	Not Paid
Provident Fund & Misc Act	Provident Fund -Employer''s Contribution	28.90	F.Y. 2015-16	Not Paid
	Provident Fund -Employees'' Contribution	25.95	F.Y. 2015-16	Not Paid
GVAT	Value Added Tax	8.05	F.Y. 2014-15	Not Paid
Finance Act, 1994	Service Tax	89.52 64.96	F.Y. 2014-15 F.Y. 2015-16	Not Paid Not Paid
Various Profession Tax Laws	Professional tax	23.81	F.Y. 2013-14	Not Paid
		12.61	F.Y. 2014-15	Not Paid
		4.95	F.Y. 2015-16	Not Paid

b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, service tax, customs duty, excise duty and cess as on Balance Sheet Date which have not been deposited on account of a dispute, are as follows -

Name of the Statute	Nature of Dues		Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act,1961		Income Tax	47.27	A.Y.2005-06	Income Tax Appellate Tribunal, Mumbai
Income Tax Act,1961		Income Tax	17.55	A.Y.2006-07	Income Tax Appellate Tribunal, Mumbai
Income Tax Act,1961		Income Tax	180.11	A.Y.2006-07	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	209.36	A.Y.2007-08	Income Tax Appellate Tribunal, Mumbai
Income Tax Act,1961		Income Tax	11.99	A.Y.2007-08	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	33.20	A.Y.2008-09	Income Tax Appellate Tribunal, Mumbai
Income Tax Act,1961		Income Tax	1,160.92	A.Y.2008-09	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	327.39	A.Y.2009-10	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	4,753.12	A.Y.2010-11	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	3,689.33	A.Y.2011-12	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	2,916.86	A.Y.2012-13	Commissioner of Income Tax, Appeal
Income Tax Act,1961		Income Tax	4,848.83	A.Y.2013-14	Commissioner of Income Tax, Appeal

Name of the Statute	Nature of Dues	Amount (Rs. In Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Maharashtra Value Added Tax Act, 2002	Maharashtra Value Added Tax	162.22	A.Y.2006-07 (Appeal - VI)	Joint Commissioner of Sales Tax
Maharashtra Added Tax Act, 2002	Maharashtra Value Added Tax	1.90	AY 2007-08	Joint Commissioner of Sales Tax (Appeal - VI)
Maharashtra Value Added Tax Act, 2002	Maharashtra Value Added Tax	4,301.22	A.Y.2009-10	Joint Commissioner of Sales Tax (Appeal - VI)
Maharashtra Value Added Tax Act, 2002	Maharashtra Value Added Tax	8.94	AY2010-11	Joint Commissioner of Sales Tax (Appeal - VI)
Maharashtra Value Added Tax Act, 2002	Maharashtra Value Added Tax	123.25	A.Y.2011-12	Joint Commissioner of Sales Tax (Appeal - VI)
Madhya Pradesh Value Added Tax Act, 2002	Madhya Pradesh Value Tax	323.57	A.Y.2013-14	Commissioner of Sales Tax
Central Excise Act, 1944	Excise	9.09	F.Y. 2012-13	Appellate Tribunal Cestat
Central Excise Act, 1944	Excise	30.42	F.Y. 2013-14	Appellate Tribunal Cestat
Central Excise Act, 1944	Excise	8.36	F.Y. 2014-15	Appellate Tribunal Cestat
Finance Act 1994	Service Tax	56,015.21	F.Y. 2010-11 to F.Y. 2014-15	Adjudication Cell, Principal Commissioner Service Tax –III

8 According to the records of the Company examined by us and the information and explanation given to us, the Company has not paid installment including interest thereon, to financial institutions and banks since amount payable has been converted into Working Capital Term Loan, Funded Interest Term Loan and equity shares as per the CDR Sceme with CDR Lenders.

9 The Company has not raised money by way of initial public offer or further public offer or debt instruments. Term loans taken by the company, in our opinion, and according to the information and explanations given to us, on an overall basis, have been applied for the purposes for which they were obtained.

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

11 According to the information and explanations given to us, The company has provided total managerial remuneration of Rs. 202.00 Lakhs up to 31st December, 2015 which was excess by Rs.43.84 Lakhs of overall limit prescribed by section 197 read with schedule V to the Act. However the said remuneration was not actually paid to managerial persons and excess amount provided in the books is now reversed.

12 In our opinion and according to the information and explanations given to us, the company is not a nidhi company. Accordingly, clause (xii) of paragraph 3 of the order is not applicable to the company.

13 In our opinion and according to the information and explanations given to us, the company has complied with sections 177 and 188 of the Act in respect of transactions entered with the related parties during the year. Details of the transactions have been adequately disclosed in Note 38 of the Financial Statements.

14 According to the information and explanations given to us, the company has issued 2,64,20,784 equity shares to promoter Company and 2,03,68,638 equity shares to CDR Lenders on preferential basis as per the Corporate Debt Restructuring Scheme which has been approved by the CDR Cell vide their letter dated 26th December, 2014.

15 According to the information and explanations given to us, the Company has not entered into any non-cash transactions during the year with the directors or persons connected with directors. Accordingly, clause (xv) of paragraph 3 of the order is not applicable to the company.

16 According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause (xvi) of paragraph 3 of the order is not applicable to the company.

For C. B. Chhajed & Co.

Chartered Accountants

(Firm Regn No. : 101796W)

Place : Mumbai C. B. Chhajed

Dated : 30.05.2016 {Partner}

Membership No : 009447

---

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 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 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 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.

Basis for Qualified Opinion

a) We invite attention to Note 13 relating to loans & advances given to related parties covered under section 185 of the Companies Act, 2013, under which loans & advances given to eight parties during the year after 1stApril 2014 amounting to Rs.6,204.92 Lacs is in violation of the section 185 of the Companies Act, 2013.

b) We invite attention to Note 6 relating to loans & advances taken from parties, under which loans & advances taken from six parties as at March 31 2015 amounting to Rs.3,590.82Lacs is deemed as public deposit in terms of Section 73 of the Companies Act, 2013, which amounts to violation of the same under the Act.

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 the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Other Matter

We did not audit the financial statement of integrated joint ventures reflecting company's share in profit of Rs.772.72 Lacs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect to the said audited ventures is based solely on the report of the other auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) With respect to 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in the Note 28 to the financial statements; 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 AUDITORS' REPORT

[Referred to in paragraph 1 of "Report on other legal and regulatory requirements" of our report of even date]

TO THE MEMBERS OF UNITY INFRAPROJECTS LIMITED ('the Company')

1 a) The Company has maintained proper records showing full particulars inluding quantitative details and situation of fixed assets on the basis of available information. b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

2 a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year.

In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3 According to the information and explanations given to us, the Company has granted unsecured loans, to eight Jointly controlled entities, four firms and forty companies covered in the register maintained under Section 189 of the Act. In respect of aforesaid loans

a) the principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

b) No interest has been charged by the company except on one company.

4 In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 In our opinion and according to the information and explanations given to us, the Company has not complied with the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 with regard to the advances received from the customers and outstanding for more than 1 year, which is deemed as public deposit in terms of Section 73 of the Act.

6 We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7 Based on verification of Books of Accounts and other records of the company examined by us, in our opinion, the Company is not regular in depositing undisputed statutory dues namely provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues as applicable, with the appropriate authorities. The Statutory dues outstanding at Balance Sheet date and not paid subsequently, are listed below:

Name of the Statute Nature of Dues Amount (Rs. In Lacs)

2,601.06 Tax Deducted at Source

1,127.87

120.19 Corporate Dividend Tax The Income Tax Act, 1961 24.04

Interest on CDT 23.32

Interest on CDT 20.11

Interest on TDS 526.57

Employee State Insurance Employer's Contribution 0.48 Act Employees' Contribution 0.15

Sales Tax 158.24

Sales Tax Act 61.28

WCT 72.05

Provident Fund - Employer's Cont 66.91

Provident Fund &Misc Act Provident Fund - Employees' Cont 58.90

GVAT Value Added Tax 4.61

5.08

Finance Act, 1994 Service Tax 188.61

154.51

27.03 Various Profession Tax Laws Professional tax 12.61



Name of the Statute Period to which Date of the amount relates Payment

F.Y. 2013-14 Not Paid

F.Y. 2014-15 Not Paid

F.Y. 2011-12 Not Paid

The Income Tax Act,1961 F.Y. 2012-13 Not Paid

F.Y. 2012-13 Not Paid

F.Y. 2014-15 Not Paid

F.Y. 2014-15 Not Paid

Employee State Insurance Act F.Y. 2014-15 Not Paid

F.Y. 2014-15 Not Paid

F.Y. 2014-15 Not Paid Sales Tax Act F.Y. 2013-14 Not Paid

F.Y. 2014-15 Not Paid

Provident Fund & MISC ACT F.Y. 2014-15 Not Paid

F.Y. 2014-15 Not Paid

GVAT F.Y. 2014-15 Not Paid

F.Y. 2012-13 Not Paid

Finance Act, 1994 F.Y. 2013-14 Not Paid

F.Y. 2014-15 Not Paid

F.Y. 2013-14 Not Paid

Various profession Tax Laws F.Y. 2014-15 Not Paid

c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as on Balance Sheet Date which have not been deposited on account of a dispute, are as follows -

Name of Nature of Amount the Statute Dues (Rs. In Lacs)

Income Tax Act,1961 Income Tax 47.27 Income Tax Act,1961 Income Tax 17.55

Income Tax Act,1961 Income Tax 181.61

Income Tax Act,1961 Income Tax 209.36

Income Tax Act,1961 Income Tax 521.22

Income Tax Act,1961 Income Tax 33.20

Income Tax Act,1961 Income Tax 1,194.00

Income Tax Act,1961 Income Tax 944.62

Income Tax Act,1961 Income Tax 4,931.66

Income Tax Act,1961 Income Tax 3,689.33

Income Tax Act,1961 Income Tax 2,916.86

MVAT Act, 2002 MVAT 162.22

MVAT Act, 2002 MVAT 4,301.22

MVAT Act, 2002 MVAT 123.25

MPVAT Act, 2002 MPVAT 323.57

Excise Excise 9.09

Excise Excise 30.42

Excise Excise 8.36



Name of the Statute Period to which Forum where the the amount dispute is pending relates

Income Tax Act,1961 A.Y.2005-06 Income Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 A.Y.2006-07 Income Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 A.Y.2006-07 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2007-08 Income Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 A.Y.2007-08 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2008-09 Income Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 A.Y.2008-09 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2009-10 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2010-11 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2011-12 Commissioner of Income Tax, Appeal

Income Tax Act,1961 A.Y.2012-13 Commissioner of Income Tax, Appeal

MVAT Act, 2002 A.Y.2006-07 Joint Commissioner of Sales Tax (Appeal-VI)

MVAT Act, 2002 A.Y.2009-10 Joint Commissioner of Sales Tax (Appeal-VI)

MVAT Act, 2002 A.Y.2011-12 Joint Commissioner of Sales Tax (Appeal-VI)

MVAT Act, 2002 A.Y.2013-14 Commissioner of Sales Tax

Excise F.Y. 2012-13 Commissioner of Customs & Central Excise

Excise F.Y. 2013-14 Commissioner of Customs & Central Excise

Excise F.Y. 2014-15 Commissioner of Customs & Central Excise

d) According to the information and explanations given to us and the records of the Company examined by us, there is no amount required to be transferred to investor education and protection fund. Accordingly clause (vii)(c) of paragraph 3 of the order is not applicable to the company.

8 The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the immediately preceding financial year but it has incurred cash losses in the financial year ended on that date.

9 According to the records of the Company examined by us and the information and explanation given to us, the Company has defaulted in repayment of dues to financial institutions and banks. The amount of delays in respect of WCTL and FITL as at March 31, 2015 is Rs. 79,734.41 Lacs Further, the company had gone into Corporate Debt Restructuring with the financial institutions and banks which has been accepted and is in the process of implementation.

10 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11 In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

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

For C. B. Chhajed& Co.

Chartered Accountants

(Firm Regn No. : 101796W)

C. B. Chhajed

{Partner}

Membership No : 009447

Dated : 27.05.2015

Place : Mumbai

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Unity Infraprojects Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash FlowStatementforthe year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to 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.

Auditor''s Responsibility

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

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

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) In the case of the Statement of Profit and Loss, of the profit/ 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.

Other Matters

We did not audit the financial statement of integrated joint ventures reflecting company''s shares in profit of Rs.559.44 lacs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect to the said audited ventures is based solely on the report of the other auditors.

Report On Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 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 Section 211(3C)oftheAct;

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

TO The Board of Directors UNITY INFRAPROJECTS LIMITED (''the Company'')

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

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to information explanation given to us, the company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. (a) As per the information and explanations given to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material

3. (a) According to the information and explanations given to us, the Company has granted unsecured loans, to twenty-six companies and one party covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 31,357.12 Lacs and the year- end balance of such loans aggregates to Rs. 26,890.12 Lacs.

(b) According to the information and explanations given to us, the Company has taken unsecured loans, from five companies and three parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 6,105.20 Lacs and the year- end balance of such loans aggregates to Rs. 2,505.90 Lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions pf, such loans are not prima facie prejudicial to the interest of the Company.

(d) The principal amounts are repayable on demand and there is no repayment schedule. The interest, wherever applicable, is payable on demand.

(e) In respect of loans given to companies covered in the register maintained, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, wherever applicable, there are no overdue amounts.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from thepublicarenotapplicable.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income- tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as on Balance Sheet Date which have not been deposited on account of a dispute, are as follows-

(Rs. in Lacs)

Name of Period to which Nature Amount Forum where the the the amount of dues (Rs.) dispute is pending statute relates

Income Income Tax Tax Act Income 47.26 A.Y.2005-06 Appellate Tribunal, 1961 Tax Mumbai

Income Income Tax Tax Act Income Tax 17.55 A.Y.2006-07 Appellate Tribunal, 1961 Mumbai

Income Income Tax Tax Act 209.35 A.Y.2007-08 Appellate Tribunal, 1961 Mumbai

Income Commissioner of Tax Act Income Tax 33.19 A.Y.2008-09 Income Tax, 1961 Appeal

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society. Accordingly, clause (xiii) of paragraph 4 of the order is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, clauses (xiv) of paragraph 4 of the Order are not applicable to the Company for the year.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken from others from banks/ financial institutions during the year are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term purpose.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of Paragraph 4 of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of Paragraph 4 of the order is not applicable.

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

For C.B. Chhajed & Co.

Chartered Accountants

Firm''s Registration Number: 101796W

C. B. Chhajed

Partner

Membership Number: 9447

Place: Mumbai

Date: 30/05/2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of UNITY INFRAPROJECTS LIMITED as at March 31, 2012, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditor's Report) Order, 2003, 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 of India (hereinafter referred to as the' Act')and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We did not audit the financial statement of integrated joint ventures reflecting company's shares in profit of Rs. 280.36 lacs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of the said audited ventures is based solely on the report of the other

5. Further to our comments in the Annexure referred to in paragraph 3 above, were port that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Sect ion 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Sect ion 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, they said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of t h e Company as at March 31,2 012;

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

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

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

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to information explanation given to us, the company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. (a) As per the information and explanations given to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material

3. (a) According to the information and explanations given to us, the Company has granted unsecured loans, to twenty companies and three parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 25,339.76 lacs and the year-end balance of such loans aggregates to Rs. 19,228.56 lacs

(b) According to the information and explanations given to us, the Company has taken unsecured loans, from one company and three parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 5,296.52 lacs and the year-end balance of such loans aggregates to Rs. 1,966.89 lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(d) The principal a mounts are repayable on demand and there is no repayment schedule. The interest, wherever applicable, is pay blonde and.

(e) In respect of loans given to companies covered in the register maintained, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, wherever applicable, there are no overdue amounts.

(f) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal cont roI system commensurate with the size of t he Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, and the provisions of Sections 58Aand 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to date rminewhether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as on Balance Sheet Date which have not been deposited on account of a dispute, are as follows-

(Rs. in Lacs)

Period to Forum where Name of Nature Amount Which the the Dispute Statute of Due Amount is Pending Relates

Commissioner Income Tax Income A.Y. of Income Tax Act, 1961 Tax 0.24 2002-03 Appeal

Commissioner A.Y. Income Tax Income 2005-06 to Appeal Act, 1961 Tax 314.71 A.Y. 2009-10

10. The Company has no accumulated los seat the end of the financial Year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund / n id hi/ mutual benefit fund / society. Accordingly, clause (xiii) of paragraph 4 ofthe order is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, clauses (xiv) of paragraph 4 of the Order are not applicable to the Company for the year.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken from others from banks/ financial institutions during the year are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term purpose.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties And companies covered in the register maintained under Section 301 of The Act during the year.

19. The Company has not issued any debentures. Accordingly, clause (xix) of Paragraph 4 of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause (xx) of Paragraph 4 of the order is not applicable.

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

For C.B.Chhajed & Co.

Chartered Accountants

Firm Regn No. 101796W

C. B. Chhajed

Place: Mumbai Partner

Dated: May 30, 2012 Membership No. : 9447

---

Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, 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 of India (hereinafter referred to as the ‘Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We did not audit the financial statement of integrated joint ventures reflecting company's shares in profit of Rs 229.41 Lacs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion , in so far as it relates to the amounts included in respect of the said audited ventures is based solely on the report of the other auditors.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit 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 Act;

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

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

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

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

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

Annexure to the Auditors' Report To, The Members of UNITY INFRAPROJECTS LIMITED,

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

b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. a) As per the information and explanations given to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the 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) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. a) According to the information and explanations given to us, the Company has granted unsecured loans, to twelve companies and two person covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs.3,42,96.53 Lacs and the year-end balance of such loans aggregates to Rs.1,34,48.28 Lacs.

b) According to the information and explanations given to us, the Company has taken unsecured loans, from one person covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs.155.00 Lacs and the year-end balance of such loans aggregates to Rs.140.00 Lacs.

c) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

d) The principal amounts are repayable on demand and there is no repayment schedule. The interest, wherever applicable, is payable on demand.

e) In respect of loans given to companies covered in the register maintained, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, wherever applicable, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly clause (vi) of paragraph 4 of the order is not applicable to the Company.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. Accordingly, clauses (viii) of paragraph 4 of the Order are not applicable to the Company for the year.

9. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund / society. Accordingly, clause (xiii) of paragraph 4 of the order is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, clauses (xiv) of paragraph 4 of the Order are not applicable to the Company for the year.

15. In our opinion and according to the information and explanations given to us, the term and conditions of the guarantees aggregating to Rs.1,000.00 Lacs given by the company for loans taken from other from bank during the year, are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term purpose.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Accordingly, clause (xix) of Paragraph 4 of the order is not applicable.

20. The Company has not raised any money by public issues during the year. The management has disclosed the end use of money during the year, out of public raised in the earlier year (Refer note B (20) of schedule 14 annexed to and forming part of the financial statement ) and the same has been verified by us.

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

For C.B.Chhajed & Co. Chartered Accountants Firm Regn No. 101796W

C. B. Chhajed Partner Membership No. : 9447

Place: Mumbai Dated: May 30, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of UNITY INFRAPROJECTS LIMITED as at March 31, 2010, and the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, 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 of India (hereinafter referred to as the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We did not audit the financial statement of integrated joint ventures reflecting companys shares in profit of Rs 219.81 lacs in these financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of the said audited ventures is based solely on the report of the other auditors.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit 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 Act;

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

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

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

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

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date Annexure to the Auditors Report To, The Members of UNITY INFRAPROJECTS LIMITED,

1) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. a) As per the information and explanations given to us,

the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. a) According to the information and explanations given

to us, the Company has granted secured/unsecured loans, to nine companies, and three persons covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 22,065.60 lacs and the year-end balance of such loans aggregates to Rs. 21,754.64 lacs.

b) According to the information and explanations given to us, the Company has taken secured/unsecured loans, from four persons covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 1,530.46 lacs and the year-end balance of such loans aggregates to Rs. 387.75 lacs.

c) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

d) The principal amounts are repayable on demand and there is no repayment schedule. The interest, wherever applicable, is payable on demand.

e) In respect of loans given to companies covered in the register maintained, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, wherever applicable, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act for any of the products of the Company. Accordingly, clauses (viii) of paragraph 4 of the Order are not applicable to the Company for the year.

9. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

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

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, clauses (xiv) of paragraph 4 of the Order are not applicable to the Company for the year.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees aggregating to Rs. 2000 lacs given by the Company, for loans taken by others from banks during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term purpose.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of Paragraph 4 of the order is not applicable.

20. The Company has raised any money by public issues during the year. The management has disclosed the end use of monies during the year, out of public issue. (Refer Note B (20) of Schedule 14 annexed to and forming part of the financial statements) and the same has been verified by us.

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

For C.B.Chhajed & Co.

Chartered Accountants

C. B. Chhajed

Place: Mumbai Partner

Dated: - May 28, 2010 Membership No. : 9447