Auditor Report of Amalgamated Electricity Company Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of The Amalgamated Electricity Company Limited
("the Company"), which comprise the balance sheet as at March 31, 2024, the statement of profit and loss, and the
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013, as amended (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, 2024, and its Loss and its cash flows for the year
ended on that date.

Basis For Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the Standalone Financial Statements for the financial year ended 31st March, 2024. These matters were addressed
in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Except for matters described in the basis for opinion and material uncertanity relating to going concern paragraph
we have determined that there are no other key audit matters to communicate in our audit report.

Material Uncertainity Related To Going Concern

We draw attention to Note 2(xi) in Notes to Financial Statements, which indicates that the Company has
accumulated losses and its net worth, has been fully eroded, the Company has incurred a net loss during the
current and previous years and, the Company''s current liabilities exceeded its current assets as at the balance
sheet date. These conditions, along with other matters set forth in Note 2(xi) indicate the existence of a material
uncertainty that may cast significant 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 qualified in respect of this matter and those changed with governance.

Other Information

The Company''s Board of Directors are responsible for the other information. The other information comprises the
information included in the Company''s Board of Director''s Report but does not include the financial statements
and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information; we are required to report
that fact. We have nothing to report in this regard.

Responsibilities Of Management And Those Charged With Governance For The Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of 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 the Companies
(Accounting Standards) Rules, 2021. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the management and the Board of Directors are responsible for assessing
the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibilities For The Audit Of The Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the adequacy and
operating effectiveness of the company''s internal controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of the management and Board of Directors use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Materiality is the magnitude of misstatement in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatement in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report On Other Legal And Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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", 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 purposes of our audit;

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

(c) The balance sheet, the statement of profit and loss, and the statement of cash flows dealt with by this
Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified
under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021;

(e) On the basis of the written representations received from the directors as on 31st March, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024
from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company
and other operating effectiveness of the such controls refer to our separate Report in "Annexure B" to
this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information
and according to the explanations given to us, the company has not paid remuneration to its directors
during the year is in accordance with the provisions of section 197 of the Act is not applicable.

(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 No. 17 to the financial statements.

ii. The Company does not have any long-term contracts including derivative contracts.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Company, or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries. (this option to be used when the Company has not funded in the
capacity of a Funding Party)

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries. (this option to be used when the Company has not received funds in the
capacity of intermediary)

v. The Company has neither declared nor paid any dividend during the year.

vi. Proviso to Rule 3(l) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023, and accordingly, reporting under Rule 1l(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2024.

For M/s. H. G. Sarvaiya & Co.

Chartered Accountants
Firm''s Registration No. 115705W

Date: 27th May, 2024 Prop. Hasmukhbhai G. Sarvaiya

Place: Mumbai Chartered Accountant

UDIN: 24045038BKAJEK8601 Membership Number: 045038

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Mar 31, 2014

We have audited the accompanying financial statements of THE AMALGAMATED ELECTRICITY COMPANY LIMITED which comprises of Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date 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 notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

(iii) in the case of the Cash Flow Statement of the cash flows for the year. Emphasis of matter

We draw attention to Note 2(xviii) regarding surrender of the premises to Dena Bank and deposit of ` 10 lacs with the High Court at Mumbai. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of sub-section(4A) of Section 227 of the Companies Act, 1956 (hereinafter to referred to as ‘the Act'') we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(v) On the basis of written representations received from the directors, as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 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 AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

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

(b) The Fixed Assets have not been physically verified by the management during the year.

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

ii. Considering the activity carried out during the year, in our opinion the provision of clause 4(ii) are not applicable.

iii (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clause (b), (c) and (d) are not applicable.

iii (b) The Company has not taken loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. iv In our opinion and according to the information and explanation given to us, in view of activities of the company carried on by the Company , clause 4(iv) is not applicable.

v (a) In our opinion and according to the information and explanation given to us, there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Act. Hence provisions of clause 4(v)(a) and (b) are not applicable.

vi The Company has not accepted any deposits form public. And as such the provision of Section 58A and 58AA of the Act and the Company (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public are not applicable.

vii We are informed that in view of the internal control procedures commensurate with the size of the Company and the nature of its business, which in our opinion is adequate, the Company had no separate internal audit system.

viii The provisions of clause 4 (viii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

ix (a) The Company is generally regular in depositing the undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess and other material statutory dues except for income tax ` 44,205/- ( previous year ` 7,500/-) .

ix (b) According to the information and explanation given to us, no undisputed amount payable in respect of Income Tax , sales tax, wealth tax, service tax, customs duty and excise duty were in arrears as at 31st March, 2014 for a period of more than six months from the date become payable.

ix (c) According to the information and explanations given to us, there were no dues in respect of wealth tax, sales tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute.

x The Company''s accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has incurred cash losses in the current or in the immediately preceding financial year.

xi According to information and explanation given to us, the Company has no dues to the financial institution or banks. The Company has not issued any debentures.

xii According to information and explanation 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.

xiii The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

xiv According to information and explanation given to us, the Company has maintained proper records of its investments in shares and has made timely entries therein.

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

xvi The Company has not taken any term loans during the year.

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

xviii The Company has not made preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Act.

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

xx The Company has not raised any money through a public issue during the year.

xxi According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For N M PANDYA & ASSOCIATES Chartered Accountants Firm Reg. No.131008W

N M PANDYA Proprietor Membership No.135633

Place : Mumbai,

Date : 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of The Amalgamated Electricity Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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

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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 , subject to above qualification 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 for the year ended on that date; and

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

Emphasis of Matters

We draw your attention to the note 2 (xvii) (ii) of financial statement in respect of contingent liability which states that the company is liable to pay rent / compensation of Rs. 3,52,16,875/- from 1st September, 2007 to 31st March, 2013 together with interest of Rs. 87,19,514/- consequent to the judgment of Hon''ble Bombay High Court dated 13th March 2013. No provisions for the same has been made in the books of accounts towards the referred liability due to which the-expenses for current year have been understated by Rs. 4,39,36,389/-. We qualify the report accordingly.

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 subsection (3C) of section 211 of the Companies Act, 1956;and

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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 and situation of the fixed assets.

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

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

(ii) Considering the activity carried out during the year, in our opinion the provision of clause 4(ii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the registered maintained U/s. 301 of the Act. Hence the provision of clause 4 (iii) (a), (b), (c), (d), (e) & (f) of the Companies (Auditors Report) Order 2003 are not applicable.

(iv) In our opinion and according to the information and explanations given to us and in view of the activities carried on by the Company, the provision of clause 4(iv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(v) According to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Hence the provision of clause 4(v) (a) & (b) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public during the year, therefore, in our opinion the question of applicability of directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under does not arise.

(vii) Considering the size of business and number of transactions as carried out, the management is of the opinion that the company did not require internal audit system.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government U/s. 209(1 )(d) of the Companies Act, 1956, in respect of the activities carried on by the company.

(ix) (a) The Company did not have any undisputed statutory dues except Income Tax and Tax Deducted at source under

Income Tax Act, 1961 as under:



Nature of Dues Assessment Year Amount Rs. Due Date

Income Tax 2001 -02 3,80,360/- 27/10/2009

2002 - 03 4,12,659/- 27/10/2009

7,93,019/-

However, the company has made a claim for waiver interest on delayed income tax refund to the extent of Rs. 3,65,056/- and Rs. 7,16,342 (inclusive of the Interest on delayed refund) have remained unadjusted against above demand.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

* (x) In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The company has incurred cash loss during the current financial year but not in the immediate preceding year.

(xi) The Company has no dues payable to financial institutions, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

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

(xiv)The Company has maintained proper records of the transactions and contracts in respect of shares and debentures and other securities and timely entries have been made therein.

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

(xvi)The Company has not taken term loans during the year.

(xvii)The Company has not raised any fund either short term or long term during the year. Accordingly the clause 4(xvii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s. 301 of the Act during the year.

(xix)The Company has not issued any debentures and hence the question of creating securities thereof does not arise.

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

(xxi) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Ganesh & Rajendra Associates

Chartered Accountants

Firm Reg no.103055W



(Ganesh Mehta)

Place: Mumbai Partner

Dated: 31st May, 2013 Membership no. 32939

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Mar 31, 2010

1. We have audited the attached Balance Sheet of THE AMALGAMATED ELECTRICITY COMPANY LIMITED as at 31st March 2010, Profit and Loss Account and Cash Flow Statement for the year ended on that date. 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, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in the paragraph 4 and 5 of the said order.

4. 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 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 the books;

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

d) in our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Company, 1956 in so far as they apply to Company;

e) in our opinion and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of Companies Act 1956;

f) in our opinion and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

ii) in the case of the Profit and Loss Account, of the profit for 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 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 and situation of the fixed assets.

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

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

(ii) Considering the activity carried out during the year, in our opinion the provision of clause 4(H) of the Companies (Auditors Report) Order, 2003 are not applicable.

(iii) The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the registered maintained U/s. 301 of the Act. Hence the provision of clause 4 (iii) (a), (b), (c), (d), (e) & (f) of the Companies (Auditors Report) Order 2003 are not applicable.

(iv) In our opinion and according to the information and explanations given to us and in view of the activities carried on by the Company, the provision of clause 4(iv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(v) According to the information and explanations given to us, we are of the opinion that there were no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Hence the provision of clause 4(v) (a) & (b) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public during the year, therefore, in our opinion the question of applicability of directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under does not arise.

(vii) Considering the size of business and number of transactions as carried out, the management is of the opinion that the company did not require internal audit system.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government U/s. 209(1 )(d) of the Companies Act, 1956, in respect of the activities carried on by the company.

(ix) (a) The Company did not have to pay any undisputed statutory dues except Income Tax and Tax Deducted at source under Income Tax Act, 1961 as under:

Nature of Dues Assessment Year Amount Due Date

Income Tax 2001-02 3,80,360/- 27/10/2009

2002-03 4,12,659/- 27/10/2009

7,93,019/-

However, the company has already paid Rs. 4,50,000/- during the previous year against those tax liabilities.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

(x) In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The company has not incurred cash loss during the current financial year and immediate preceding year.

(xi) The Company has no dues payable to financial institutions, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

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

(xiv) The Company has maintained proper records of the transactions and contracts in respect of shares and debentures and other securities and timely entries have been made therein.

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

(xvi) The Company has not taken term loans during the year.

(xvii)The Company has not raised any fund either short term or long term during the year. Accordingly the clause 4(xvii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s. 301 of the Act during the year.

(xix) The Company has not issued any debentures and hence the question of creating securities thereof does not arise.

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

(xxi) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For GANESH & RAJENDRA ASSOCIATES

CHARTERED ACCOUNTANTS

(GANESH MEHTA)

PARTNER (Membership No. 32939) ICAI Firm Registration No. 103055W

MUMBAI,

DATED :7th May 2010