Auditor Report of Athena Constructions Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of M/s. Athena
Constructions Limited (hereinafter referred to as “the Company”), which comprises the Balance
Sheet as at March 31, 2024, the Statement of Profit and Loss, and Statement of Cash Flows for the
year then ended, and notes to the standalone 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 standalone financial statements give the information required by the Act in the manner
sorequired 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, its loss and its cash
flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Standalone 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 standalone financial statements under the provisions of the
Companies Act, 2013 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 standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

Information other than the Standalone Financial Statements and Auditors’ Report thereon

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

Our opinion on the standalone 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 standalone 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 to those charged with governance and take
necessary actions, as applicable under the relevant laws and regulations. We have nothing to report
in this regard.

Responsibility of Management and those charged with Governance 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. 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 implementation and maintenance of
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenan

ce 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 statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone financial statements, management is 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 management 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 Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such 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 management’s 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 standalone
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 misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone 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 misstatements
in the standalone 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.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

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 Companies Act, 2013, 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 standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

e. 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 31st March,
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 the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

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

i. The Company does not have any pending litigations which would impact its
financial position; as such the question of commenting on disclosing impact of any
such litigation in its Standalone Financial Statements does not arise;

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

contracts; as such the question of commenting on any material foreseeable
losses thereon does not arise.

iii. There was no amount due to be transferred to the Investor Education and

Protection Fund by the Company during the year ended March 31, 2024.

iv. a) The management has represented that, to the best of it’s knowledge and belief,

other than as disclosed in the notes to the accounts, 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 person(s) or
entity(ies), 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 by or on behalf of the Company (“Ultimate
Beneficiaries”)

• or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

b) The management has represented, that, to the best of it’s knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, 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; and

c) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe
that the representations under sub-clause a) and b) contain any material mis¬
statement.

v. The company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks, the company has used accounting
software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies Accounts Rule 2014 is applicable from April 1,
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules 2014 on
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended March 31, 2024.

h. 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 remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of
the Act.

For For JMT & ASSOCIATES
Chartered Accountants
(FRN No. 104164W)

Arun S Jain

Place: Mumbai Partner

Date: May 31, 2024 Membership No. 043161

UDIN : 24043161BKFEPW5364

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Mar 31, 2016

Independent Auditor’s Report To the Members of ATHENA CONSTRUCTION LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Athena Construction Limited (‘the Company’), which comprise the balance sheet as at 31 ^stMarch 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 and presentation 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“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 the paragraph 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 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 Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31^stMarch 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 ^stMarch 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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, if any.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any; and

iii. The company is not required to be transfer any amount to the Investor Education and Protection Fund by the Company.

Issued by the Central Government under sub section 11 of section 143 Of the Companies Act, 2013, (18 of 2013)

- The auditor’s report on the accounts of a company to which this Order applies shall include a statement on the following matters, namely:-

i. a. The company is maintaining proper records showing full particulars, including quantitative details and

situation of fixed assets;

b. Fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name of the company.

ii. The company does not hold any physical inventory during the year. Accordingly paragraph (ii) of the order is not applicable to the company

iii. According to the information and explanations give to us and based on the audit procedures performed by us, we are of the opinion that, the company has granted unsecured loans to four 4 parties covered in the register maintained under section 189 of the Companies Act, 2013.

a. the terms and conditions of the loans are prejudicial to the company’s interest on account of the fact that the said loans are interest free;

b. There were no stipulated schedules for repayment of principal and payment of interest. Accordingly we cannot comment on the same.

iv. According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the company has not complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans.

Non-compliance of Section 185/186
Sr. No	Nature Of Transaction	Name of Company/ Party	Amount Involved (Rs.)	Balance as at Balance Sheet	Remarks
1.	Loan given	Ravikant Rathi (Director)	36,75,000/-	Nil	-
2	Loan given	Santosh Nagar (Director)	16,70,000/-	Nil	-
3	Loan given	Shashikant Rathi (relative of Director)	1,00,000/-	Nil	-
4	Loan given	Athena Advisory Services Pvt. Ltd.	28,31,250/-	Nil	The said amount was given in the nature of loans however the same was repaid during the year

v. The company has not accepted any deposits during the year. Accordingly, paragraph (v) of the order is not applicable to the company.

vi. The maintenance of cost records has not been specified to the company by the Central Government under subsection (1) of section 148 of the Companies Act, 2013

vii. a. The company is not regular in depositing undisputed statutory dues including income-tax, service tax, professional

tax and any other statutory dues to the appropriate authorities. The extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable, are stated bellow;

Name of the Statute	Nature of the Dues	Amount (Rs)	Period to which the amount relates	Due Date	Date of Payment
Professional Tax Act, 1975	Professional Tax	9,225/-	F.Y 2015-2016	Various Dates	Unpaid Till Date
Income Tax Act, 1961	Demand u/s 143(1)(a)	57,390/-	F.Y 2011-2012		Unpaid Till Date
Income Tax Act, 1961	TDS-interest on payment defaults	900/-	F.Y 2012-2013		Unpaid Till Date
Income Tax Act, 1961	TDS-Late Filing Fee u/s 234E	44,280/-	F.Y 2012-2013		Unpaid Till Date
Income Tax Act, 1961	TDS-interest on payment defaults	71,124/-	F.Y 2013-2014		Unpaid Till Date
Income Tax Act, 1961	TDS-Interest u/s 220(2)	8/-	F.Y 2013-2014		Unpaid Till Date
Income Tax Act, 1961	TDS Short Payment	762/-	F.Y 2014-2015		Unpaid Till Date
Income Tax Act, 1961	TDS-interest on payment defaults	115/-	F.Y 2014-2015		Unpaid Till Date
The Finance Act, 1994	Service Tax	3,19,515/-	Prior Periods1		Unpaid Till Date
Income Tax Act, 1961	TDS	2,28,792/-	F.Y 2014-2015		Unpaid Till Date

b. According to the information and explanations given to us there were no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax that have not been deposited on account of any dispute by the company.

viii. The company has not defaulted in repayment of loans or borrowing to any financial institution, bank, Government or dues to debenture holders.

ix. According to the information and explanation given to us, the company did not raise any money by way of initial public offer or further public offer (including debentures) during the period under review.

x. According to the information and explanation given to us, no material fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

xii. According to the information and explanation given to us, the company is not a NIDHI Company. Accordingly paragraph 3(xii) of the order is not applicable to the company.

xiii. According to the information and explanation given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

xiv. According to the information and explanation given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the order is not applicable to the company.

xv. According to the information and explanation given to us, the company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. According to the information and explanation given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ATHENA CONSTRUCTIONS LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For Motilal & Associates

Chartered Accountants

Registration No.:106584W

(Motilal Jain)

Partner M.No. 036811

Place : Mumbai

Date : 25^th May, 2016

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Mar 31, 2015

We have audited the accompanying financial statements of Athena Construction Limited (''the Company''), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 and presentation 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("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 the paragraph 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 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 Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(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, if any

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any and

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

ANNEXURE TO THE AUDITORS'' REPORT

Issued by the Central Government under sub section 11 of section 143 of the Companies Act, 2013, (18 of 2013)

Referred to in paragraph 1 of our report of even date

(I) In respect of its fixed assets:

a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(II) In respect of inventory of raw material, stores and operating supplies:

a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records have been appropriately dealt with in the books of account.

(III) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(IV) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

(V) The Company has not accepted any deposits from the public.

(VI) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company

(VII) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, following undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

Name of the statue Nature of the Amount Period to which dues (In Rs..) Amount relates

Finance act, 1994 Service tax 63,663/- April''14

Finance act, 1994 Service tax 59,937/- September''14

Name of the statue Due Date Date of Payment

Finance act, 1994 06/05/2014 Till date

Finance act, 1994 06/10/2014 Till date

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the statue Nature of the Amount Period to which dues (In Rs..) Amount relates

Income tax act,1961 Income tax 57,390/- F.Y 2011-2012 Demand.



Name of the statue Forum where disputes pending

Income tax act, 1961 Assessing Officer, u/s 143(1)(a) on 11/11/2013

c) According to the information and explanations given to us there were no amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(VIII) Company is not having any accumulated losses at the end of the financial year under review. It has not incurred cash losses in the financial year under review or in the immediately preceding financial year;

(IX) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

(X) In our opinion and according to the information and explanations given to us, the company has not given any guarantee.

(XI) According to the records examined by us and the information and explanations given to us, on an overall basis, funds raised on as term loans basis have, prima facie, been used during the year for the purpose for which loans were obtained.

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

For Motilal & Associates Chartered Accountants Registration No.:106584W

(Motilal Jain) M. No.036811

Place : Mumbai Date : 29/05/2015