Auditor Report of NEPC India Ltd.

Mar 31, 2014

We have audited the attached Balance sheet of NEPC India Limited as on 31st March, 2014 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together "the Order") issued by the Central Government of India in terms of sub section 4A of section 227 of 'the Companies Act, 1956' of India (the Act), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanations given to us, we give in the Annexure hereto a statement on the matters specified in Para 4 & 5 of the said Order to the extent applicable to the Company during the period.

3. Further to our comments in the Annexure referred to in Para 2 above, 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 maintained by the Company in respect of all material transactions so far as appears from our examination of those books.

iii) The balance sheet, 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 the cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent made mandatory, subject to what is stated in point No. II (3), II (08), II (10), II (12) in Note - 10 Significant Accounting Policies and Notes on Accounts;

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act;

vi) Attention of the members is invited to the following point which have been explained in

Note - 10, Significant Accounting Policies and Notes on Accounts:

a) Note II.3: regarding pending confirmation and reconciliations, if any, in respect of certain debtors, loans and advances, bank balance, deposits and current liabilities;

b) Note II.08: regarding non-recognition of Impairment of Assets pertaining to the Airline Divison even though the conditions for the same exists which is in contravention with the provisions stipulated in Account Standard 28 - Impairment of Assets issued by the Institute of Chartered Accountants of India resulting in over statement of Fixed Assets and under statement of Losses for the year - Amount unascertainable (previous year Amount unascertainable).

c) Note II.10: regarding non-provision of retirement benefits in the financial statements on accrual basis which is in contravention with the provisions stipulated in Accounting Standard 15 Accounting for Retirements Benefits - Amount unascertainable (previous year Amount unascertainable).

d) Note II.12: regarding non-provision of Deferred Taxes on the timing differences that may arise due to disallowance of certain expenses is in contravention with the provisions stipulated in Accounting Standard 22 - Taxes on Income - Amount unascertainable (previous year Amount unascertainable);

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraph 3 (vi) above having consequential impact (presently unascertainable) on the profit for the Company and read together with other Significant Accounting Policies and other Notes thereon given in Note 10, give the information as 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;

a) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2014

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

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

Annexure to the Auditors' Report

(Referred to in paragraph 2 of our report of even date)

In terms of the information and explanation given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) During the year, the fixed assets have been physically verified by the management, during the course of updation of records, in accordance with the phased programme of verification adopted by the management. Discrepancies, if any, will be adjusted on updation of the said records.

c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) Inventories:

a) During the year the management has conducted physical verification of inventories at regular intervals.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on its physical verification.

(iii) Loans & Advances either granted or taken

a) The Company has not granted or taken by the Company to or from Companies, firms or other parties covered in the register maintained under Sec 301 of the Companies Act, 1956 according to the information and explanation given to us.

b) As per the accounts and records made available to us, the Company has not granted any loans secured or unsecured to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

Based on the information / explanation given to us, there were no transactions involving purchase or sale of goods or provision of services during the year which aggregate to Rs.5 lakhs or above, entered into with parties listed in the register maintained under Section 301 of the Companies Act 1956 during the period under review.

(iv) Internal Controls

Based on the information and explanations given to us, we are of the opinion that the internal control procedures prevailing in the Company need to be strengthened further to make them commensurate with its size and the nature of its business.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) Transactions covered by Section 301:

a) During the year there are no transactions that need to be entered into a register in pursuance of section 301 of the Act ;

b) Based on information and explanations given to us, we are of the opinion that, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) Public Deposits:

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of section 58A and 58AA or any other relevant provisions of the Act and the Companies Acceptance of Deposits Rules, 1975 apply.

(vii) Internal Audit:

There is no formal internal audit system prevailing in the Company during the year under review.

(viii) Cost Records:

The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues:

(a) Based on the records verified by us and as certified by the management, the Company has been generally regular in depositing undisputed statutory dues arising to the Company in respect of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Cess and any other Statutory Dues during the period to the appropriate authorities. As at 31st March, 2014 except what is reported below, there were no undisputed dues which were outstanding for a period of more than six months from the date they became payable:

(b) Following are the details of disputed statutory dues which have not been deposited on account of disputes as listed below:

Sr.Nature of dues & Period to which Amount Name of the Forum under which No Assessment Year amount relates (Rs.) dispute is pending

1 Income Tax (Including A.Y. 1992-93 12,774 Income Tax Appellate Tribunal

Interest and penalty A.Y. 1993-94 35,06,892 Commissioner of Income Tax (Appeals)

Wherever applicable) A.Y. 1994-95 52,68,35,057 Income Tax Appellate Tribunal

A.Y. 1999-00 1,20,91,006 Income Tax Appellate Tribunal

A.Y. 2001-2002 1,31,47,044 Income Tax Appellate Tribunal of

A.Y. 2003-2004 2,40,677 Income Tax Appellate Tribunal

A.Y. 2004-2005 30,000 Income tax Appellate Tribunal

A.Y. 2005-2006 30,000 Commissioner of Income Tax (Appeals)

2 Provident Fund F.Y. 2000-01 14,17,645 Sales Tax Appellate Tribunal

(x) Accumulated Losses

The Company's accumulated losses as at the close of the current year is not more than fifty percent of its Net worth as on the said date.

(xi) Loans against pledge of Securities:

During the year under review, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities to any party.

(xii) Applicability of special statute

The provisions of any special statute applicable to Chit Fund, Nidhi and Mutual Benefit Society are not applicable to the Company during the year under review.

(xiii) Dealing / trading in shares or Security

As per the records made available to us and verified by us, the Company has not dealt with or traded in shares, securities, etc., during the year under review.

(xiv) Guarantees given

In our opinion, the terms and conditions of the guarantees given by the Company in respect of the loans taken by related parties from banks were not prejudicial to the interests of the Company.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any new Term Loans.

b) Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the Company we are of the view that the funds raised on short-term basis by the Company have not been utilized for long term purposes and vice versa.

(xvi) Preferential allotment

During the year under review, the Company has not made any preferential allotment of equity shares to any party/concern listed in the Register maintained under Section 301 of the Companies Act,1956.

(xvii) Security against Debentures

The Company has not issued any debentures during the year under review.

(xviii) End use of Public Issue Money:

During the year, the Company has not raised any money by Public Issue.

(xix) Frauds

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 material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.

For M.Dinesh Kumar & Co.,

Chartered Accountant

M.Dinesh Kumar

Membership No: 222084

Place : Chennai

Date : 30-07-2014

---

Mar 31, 2013

We have audited the attached Balance sheet of NEPC India Limited as on 31st March, 2013 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company''s management Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditor''s Report) (Amendment) Order, 2004 (together "the Order") issued by the Central Government of India in terms of sub section 4A of section 227 of ''the Companies Act, 1956'' of India (the Act), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanations given to us, we give in the Annexure hereto a statement on the matters specified in Para 4 & 5 of the said Order to the extent applicable to the Company during the period.

3. Further to our comments in the Annexure referred to in Para 2 above, 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 maintained by the Company in respect of all material transactions so far as appears from our examination of those books.

iii) The balance sheet, 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 the cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent made mandatory, subject to what is stated in point No. II (3), II (08), II (10), II (12) in Note - 10 Significant Accounting Policies and Notes on Accounts;

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act;

vi) Attention of the members is invited to the following point which have been explained in Note - 10, Significant Accounting Policies and Notes on Accounts:

a) Note II.3: regarding pending confirmation and reconciliations, if any, in respect of certain debtors, loans and advances, bank balance, deposits and current liabilities;

b) Note 11.08: regarding non-recognition of Impairment of Assets pertaining to the Airline Divison even though the conditions for the same exists which is in contravention with the provisions stipulated in Account Standard 28 - Impairment of Assets issued by the Institute of Chartered Accountants of India resulting in over statement of Fixed Assets and under statement of Losses for the year - Amount unascertainable (previous year Amount unascertainable).

c) Note 11.10: regarding non-provision of retirement benefits in the financial statements on accrual basis which is in contravention with the provisions stipulated in Accounting Standard 15 Accounting for Retirements Benefits - Amount unascertainable (previous year Amount unascertainable).

d) Note 11.11.1: regarding non-provision of Deferred Taxes on the timing differences that may arise due to disallowance of certain expenses is in contravention with the provisions stipulated in Accounting Standard 22 - Taxes on Income - Amount unascertainable (previous year Amount unascertainable);

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraph 3 (vi) above having consequential impact (presently unascertainable) on the profit for the Company and read together with other Significat Accounting Policies and other Notes thereon given in Note 10, give the information as 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;

a) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013

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

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

Annexure to the Auditors'' Report

(Referred to in paragraph 2 of our report of even date)

In terms of the information and explanation given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) During the year, the fixed assets have been physically verified by the management, during the course of updation of records, in accordance with the phased programme of verification adopted by the management. Discrepancies, if any, will be adjusted on updation of the said records.

c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) Inventories:

a) During the year the management has conducted physical verification of inventories at regular intervals.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on its physical verification.

(iii) Loans & Advances either granted or taken

a) (i) As per the records verified by us, the Company has not taken interest-free loans Secured or Unsecured from the parties covered in the register maintained under section 301 of the Companies Act,1956.

(ii) The Company has granted interest-free advances to one of related parties covered in the register maintained under Section 301 of the Companies Act 1956, with maximum balance during the year of Rs. 31,19,89,895/- and closing balance of Rs. 31,19,89,895.

b) In our opinion, the other terms and conditions of the above advances are not prima facie prejudicial to the Company''s interests.

c) The above advances are being repaid as per the stipulations wherever made or as rescheduled.

d) Based on the representations received from the management, we are of the opinion that the Company has taken reasonable steps for the recovery of the above advances.

(iv) Internal Controls

Based on the information and explanations given to us, we are of the opinion that the internal control procedures prevailing in the Company need to be strengthened further to make them commensurate with its size and the nature of its business.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) Transactions covered by Section 301:

a) During the year the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered by the Company;

b) Based on information and explanations given to us, we are of the opinion that, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) Public Deposits:

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of section 58A and 58AA or any other relevant provisions of the Act and the Companies Acceptance of Deposits Rules, 1975 apply.

(vii) Internal Audit:

There is no formal internal audit system prevailing in the Company during the year under review.

(viii) Cost Records:

The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues:

(a) Based on the records verified by us and as certified by the management, the Company has been generally regular in depositing undisputed statutory dues arising to the Company in respect of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Cess and any other Statutory Dues during the period to the appropriate authorities. As at 31st March, 2013 except what is reported below, there were no undisputed dues which were outstanding for a period of more than six months from the date they became payable:

SI. Name of Nature of the Amount No. the statute dues Rs.

1. Income Tax Tax Deducted Act,1961 at Source 3,26,727

Period to which Due date the amount relates

7th of the month Various following periods respective months

(b) Following are the details of disputed statutory dues which have not been deposited on account of disputes as listed below:

Sr. Nature of dues & Period to which Amount Name of the Forum under which No. Assessment Year amount relates (Rs.) dispute is pending

1 Sales Tax (Including F.Y. 2000-01 80,385 Sales Tax Appellate Tribunal Interest and penalty Wherever applicable) F.Y. 2001-02 82,344 Sales Tax Appellate Tribunal

A.Y.1992-93 12,774 Income Tax Appellate Tribunal

2. Income Tax A.Y.1993-94 1,33,39,000 Commissioner of Income Tax (Appeals)

A.Y.1994-95 4,52,69,296 Income Tax Appellate Tribunal

(Including interest & A.Y.2004-05 30,000 Income Tax Appellate Tribunal penalty, wherever A.Y.2005-06 30,000 Commissioner Of Income Tax applicable) (Appeals)



(x) Accumulated Losses

The Company''s accumulated losses as at the close of the current year is more than fifty percent of its Net worth as on the said date.

(xi) Loans against pledge of Securities:

During the year under review, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities to any party.

(xii) Applicability of special statute

The provisions of any special statute applicable to Chit Fund, Nidhi and Mutual Benefit Society are not applicable to the Company during the year under review.

(xiii) Dealing / trading in shares or Security

As per the records made available to us and verified by us, the Company has not dealt with or traded in shares, securities, etc., during the year under review.

(xiv) Guarantees given

In our opinion, the terms and conditions of the guarantees given by the Company in respect of the loans taken by related parties from banks were not prejudicial to the interests of the Company.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any new Term Loans.

b) Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the Company

we are of the view that the funds raised on short-term basis by the Company have not been utilized for long term purposes and vice versa.

(xvi) Preferential allotment

During the year under review, the Company has not made any preferential allotment of equity shares to any party/ concern listed in the Register maintained under Section 301 of the Companies Act,1956.

(xvii) Security against Debentures

The Company has not issued any debentures during the year under review.

(xviii) End use of Public Issue Money:

During the year, the Company has not raised any money by Public Issue.

(xix) Frauds

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 material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.



For A. Nageswaran

Chartered Accountant





Membership No. 200 / 23911

Chennai,

Dated : 29-07-2013

---

Mar 31, 2012

We have audited the attached Balance sheet of NEPC India Limited as* on 31st March, 2012 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference the this report. These financial statements are the responsibility of the Company's management C5ur responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together "the Order") issued by the Central Government of India in terms of sub section 4A of section 227 of 'the Companies Act, 1956' of India (the Act), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanations given to us, we give in the Annexure hereto a statement on the matters specified in Para 4 & 5 of the said Order to the extent applicable to the Company during the period.

3. Further to our comments in the Annexure referred to in Para 2 above, 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 maintained by the Company in respect of all material transactions so far as appears from our examination of those books.

iii) The balance sheet, 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 the cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent made mandatory, subject to what is stated in point No. II (3), II (08), II (10), II (12) in Note - 19 Significant Accounting Policies and Notes on Accounts;

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

vi) Attention of the members is invited to the following point which have been explained in Note - 19, Significant Accounting Policies and Notes on Accounts:

a) Note II.3: regarding pending confirmation and reconciliations, if any, in respect of certain debtors, loans and advances, bank balance, deposits and current liabilities;

b) Note 11.08: regarding non-recognition of Impairment of Assets pertaining to the Airline Divison even though the conditions for the same exists which is in contravention with the provisions stipulated in Account Standard 28 - Impairment of Assets issued by the Institute of Chartered Accountants of India resulting in over statement of Fixed Assets and under statement of Losses for the year - Amount (inascertainable (previous year Amount imascertainable).

c) Note 11.10: regarding non-provision of retirement benefits in the financial statements on accrual basis which is in contravention with the provisions stipulated in Accounting Standard 15 Accounting for Retirements Benefits - Amount unascertainable (previous year Amount unascertainable).

d) Note II.ll.l: regarding non-provision of Deferred Taxes on the timing differences that may arise due to disallowance of certain expenses is in contravention with the provisions stipulated in Accounting Standard 22 - Taxes on Income - Amount unascertainable (previous year Amount unascertainable);

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraph 3 (vi) above having consequential impact (presently unascertainable) on the profit for the Company and read together with other Significat Accounting Policies and other Notes thereon given in Note 19, give the information as 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;

a) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012

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

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

Annexure to the Auditors' Report

(Referred to in paragraph 2 of our report of even date)

In terms of the information and explanation given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) During the year, the fixed assets have been physically verified by the management, during the course of updation of records, in accordance with the phased programme of verification adopted by the management. Discrepancies, if any, will be adjusted on updation of the said records.

c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) Inventories:

a) During the year the management has conducted physical verification of inventories at regular intervals.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on its physical verification.

(iii) Loans & Advances either granted or taken

a) (i) As per the records verified by us, the Company has not taken interest-free loans Secured or Unsecured from the parties covered in the register maintained under section 301 of the Companies Act,1956.

(ii) The Company has granted interest-free advances to one of related parties covered in the register maintained under Section 301 of the Companies Act 1956, with maximum balance during the year of Rs. 31,19,89,895/- and closing balance of Rs. 31,19,89,895.

b) In our opinion, the other terms and conditions of the above advances are not prima facie prejudicial to the Company's interests.

c) The above advances are being repaid as per the stipulations wherever made or as rescheduled.

d) Based on the representations received from the management, we are of the opinion that the Company has taken reasonable steps for the recovery of the above advances.

(iv) Internal Controls

Based on the information and explanations given to us, we are of the opinion that the internal control procedures prevailing in the Company need to be strengthened further to make them commensurate with its size and the nature of its business.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) Transactions covered by Section 301:

a) During the year the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered by the Company;

b) Based on information and explanations given to us, we are of the opinion that, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) Public Deposits:

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of section 58A and 58AA or any other relevant provisions of the Act and the Companies Acceptance of Deposits Rules, 1975 apply.

(vii) Internal Audit:

There is no formal internal audit system prevailing in the Company during the year under review.

(viii) Cost Records:

The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues:

(a) Based on the records verified by us and as certified by the management, the Company has been generally regular in depositing undisputed statutory dues arising to the Company in respect of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Cess and any other Statutory Dues during the period to the appropriate authorities. As at 31st March, 2012 except what is reported below, there were no undisputed dues which were outstanding for a period of more than six months from the date they became payable:

SI. Name of Nature of the Amount Period to which Due date No. the statute dues Rs. the amount relates

1. Income Tax Tax Deducted 7th of the month Act,1961 at Source 3,26,727 Various following periods respective months

(b) Following are the details of disputed statutory dues which have not been deposited on account of disputes as listed below:

Sr. Nature of dues & Period to which Amount Name of the Forum under which No. Assessment Year amount relates (Rs.) dispute is pending

1 Sales Tax (Including F.Y. 2000-01 80,385 Sales Tax Appellate Tribunal Interest and penalty Wherever applicable) F.Y. 2001-02 82,344 Sales Tax Appellate Tribunal

A.Y.1992-93 12,774 Income Tax Appellate Tribunal 2. Income Tax A.Y.1993-94 1,33,39,000 Commissioner of Income Tax (Appeals)

A.Y.1994-95 4,52,69,296 Income Tax Appellate Tribunal (Including interest & A.Y.2004-05 30,000 Income Tax Appellate Tribunal penalty, wherever A.Y.2005-06 30,000 Commissioner Of Income Tax applicable) (Appeals)

(x) Accumulated Losses ,

The Company's accumulated losses as at the close of the current year is more than fifty percent of its Net worth as on the said date.

(xi) Loans against pledge of Securities:

During the year under review, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities to any party.

(xii) Applicability of special statute

The provisions of any special statute applicable to Chit Fund, Nidhi and Mutual Benefit Society are not applicable to the Company during the year under review.

(xiii) Dealing / trading in shares or Security

As per the records made available to us and verified by us, the Company has not dealt with or traded in shares, securities, etc., during the year under review.

(xiv) Guarantees given

In our opinion, the terms and conditions of the guarantees given by the Company in respect of the loans taken by related parties from banks were not prejudicial to the interests of the Company.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any new Term Loans.

b) Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the Company we are of the view that the funds raised on short-term basis by the Company have not been utilized for long term purposes and vice versa.

(xvi) Preferential allotment

During the year under review, the Company has not made any preferential allotment of equity shares to any party/concern listed in the Register maintained under Section 301 of the Companies Act,1956.

(xvii) Security against Debentures

The Company has not issued any debentures during the year under review.

(xviii) End use of Public Issue Money:

During the year, the Company has not raised any money by Public Issue.

(xix) Frauds ,

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 material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.

For A. Nageswaran

Chartered Accountant

Membership No. 200 / 23911

Chennai,

Dated : 30-07-2012

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Mar 31, 2010

We have audited the attached Balance sheet of NEPC India Limited as on 31st March, 2010 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together "the Order") issued by the Central Government of India in terms of sub section 4A of section 227 of the Companies Act, 1956 of India (the Act), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanations given to us, we give in the Annexe hereto a statement on the matters specified in Para 4 & 5 of the said Order to the extent applicable to the Company during the period.

3. Further to our comments in the Annexure referred to in Para 2 above, 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 maintained by the Company in respect of all material transactions so far as appears from our examination of those books.

iii) The balance sheet, 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 the cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent made mandatory, subject to what is stated in Note No. II (6.2), II (08), II (11), II (12.2) in Schedule 18 Significant Accounting Policies and Notes on Accounts;

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

vi) Attention of the members is invited to the following notes which have been explained in Schedule 18, Significant Accounting Policies and Notes on Accounts:

a) Note II.3: regarding pending confirmation and reconciliations, if any, in respect of certain debtors, loans and advances, bank balance, deposits and current liabilities;

b) Note 11.08: regarding non-recognition of Impairment of Assets pertaining to the Airline Divison even though the conditions for the same exists which is in contravention with the provisions stipulated in Account Standard 28 - Impairment of Assets issued by the Institute of Chartered Accountants of India resulting in over statement of Fixed Assets and under statement of Losses for the year - Amount unascertainable (previous year Amount unascertainable).

c) Note 11.11: regarding non-provision of retirement benefits in the financial statements on accrual basis which is in contravention with the provisions stipulated in Accounting Standard 15 Accounting for Retirements Benefits - Amount unascertainable (previous year Amount unascertainable).

d) Note II.12.2: regarding non-provision of Deferred Taxes on the timing differences that may arise due to disallowance of certain expenses is in contravention with the provisions stipulated in Accounting Standard 22 - Taxes on Income - Amount unascertainable (previous year Amount unascertainable);

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraph 3 (vi) above having consequential impact (presently unascertainable) on the profit for the Company and read together with other Significat Accounting Policies and other Notes thereon given in Schedule 18, give the information as 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;

a) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010

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

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

Annexure to the Auditors Report (Referred to in paragraph 2 of our report of even date)

In terms of the information and explanation given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) During the year, the fixed assets have been physically verified by the management, during the course of updation of records, in accordance with the phased programme of verification adopted by the management. Discrepancies, if any, will be adjusted on updation of the said records.

c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company has not been affected.

(ii) Inventories:

a) During the year the management physical verification of inventories at regular intervals.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on its physical verification.

(iii) Loans & Advances either granted or taken

a) (i) As per the records verified by us, the Company has not taken interest-free loans Secured or Unsecured from the parties covered in the register maintained under section 301 of the Companies Act,1956.

(ii) The Company has granted interest-free advances to one of related parties covered in the register maintained under Section 301 of the Companies Act 1956, with maximum balance during the year of Rs. 30,24,72,875/- and closing balance of Rs. 31,19,89,895.

b) In our opinion, the other terms and conditions of the above advances are not prima facie prejudicial to the Companys interests.

c) The above advances are being repaid as per the stipulations wherever made or as rescheduled.

d) Based on the representations received from the management, we are of the opinion that the Company has taken reasonable steps for the recovery of the above advances.

(iv) Internal Controls

Based on the information and explanations given to us, we are of the opinion that the internal control procedures prevailing in the Company need to be strengthened further to make them commensurate with its size and the nature of its business.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) Transactions covered by Section 301:

a) During the year the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered by the Company;

b) Based on information and explanations given to us, we are of the opinion that, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) Public Deposits:

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of section 58A and 58AA or any other relevant provisions of the Act and the Companies Acceptance of Deposits Rules, 1975 apply.

(vii) Internal Audit:

There is no formal internal audit system prevailing in the Company during the year under review.

(viii) Cost Records:

The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues:

(a) Based on the records verified by us and as certified by the management, the Company has been generally regular in depositing undisputed statutory dues arising to the Company in respect of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Cess and any other Statutory Dues during the period to the appropriate authorities. As at 31st March, 2010 except what is reported below, there were no undisputed dues which were outstanding for a period of more than six months from the date they became payable:

Sl. Name of Nature of the Amount Period to which Due date No. the statute dues Rs. the amount relates

1. Income Tax Tax Deducted 7th of the month Act,1961 at Source 3,26,727 Various following Periods respective months

(b) Following are the details of disputed statutory dues which have not been deposited on account of disputes as listed below:

Sr. Nature of dues & Period to Amount Name of the Forum under which No. Assessment Year which (Rs.> dispute is pending amount relates

1 Sales Tax (Including F.Y. 2000-01 80,385 Sales Tax Appellate Tribunal

Interest and penalty F.Y. 2001-02 82,344 Sales Tax Appellate Tribunal Wherever applicable)

A.Y.1992-93 12,774 Income Tax Appellate Tribunal

2. Income Tax A.Y.1993-94 1,33,39,000 Commissioner of Income Tax (Appeals)

A.Y.1994-95 4,52,69,296 Income Tax Appellate Tribunal

(Including interest & A.Y.2004-05 30,000 Income Tax Appellate Tribunal penalty, wherever A.Y.2005-06 30,000 Commissioner Of Income Tax

(x) Accumulated Losses

The Companys accumulated losses as at the close of the current year is more than fifty percent of its Net worth as on the said date.

(xi) Loans against pledge of Securities:

During the year under review, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities to any party.

(xii) Applicability of special statute

The provisions of any special statute applicable to Chit Fund, Nidhi and Mutual Benefit Society are not applicable to the Company during the year under review.

(xiii) Dealing / trading in shares or Security

As per the records made available to us and verified by us, the Company has not dealt with or traded in shares, securities, etc., during the year under review.

(xiv) Guarantees given

In our opinion, the terms and conditions of the guarantees given by the Company in respect of the loans taken by related parties from banks were not prejudicial to the interests of the Company.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any new Term Loans.

b) Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the Company we are of the view that the funds raised on short-term basis by the Company have not been utilized for long term purposes and vice versa.

(xvi) Preferential allotment

During the year under review, the Company has not made any preferential allotment of equity shares to any party/concern listed in the Register maintained under Section 301 of the Companies Act,1956.

(xvii) Security against Debentures

The Company has not issued any debentures during the year under review.

(xviii) End use of Public Issue Money:

During the year, the Company has not raised any money by Public Issue.

(xix) Frauds

During the course of our examination of the books and records of he 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 material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.

For B.Y.Srinivasan & Associates Chartered Accountants

T.S.R. Sivasubramanian

Partner

Membership No. 022713

Firm Reg No: 113917W

Chennai,

Dated : 30-07-2010

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Mar 31, 2001

We have audited the attached Balance Sheet of NEPC INDIA LIMITED as at 31st March 2001 and also the annexed Profit and Loss Account for the year ended on that date and report that:

1. As required by the Manufacturing and Other Companies (Auditors Report) Order. 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further the Company has not provided interest on secured and unsecured loans, resulting in the Company under- stating the losses and liabilities by that amount.

2. Further to our comments in the Annexure referred to in paragraph (1) above:

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 such books;

c) The attached Balance Sheet and the Profit and Loss Account referred to in this Report are in agreement with the books of account;

d) In our opinion and based on the information given to us, the said Balance Sheet and Profit and Loss Account are in Compliance with the Accounting standards issued under section 211 (3c) of the Companies Act, 1956.

e) Based on the representation made by all the Directors of the Company and the information and explanation as made available, Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub-section (1) of section 274 of the 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:

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2001; and

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

ANNEXURE TO THE REPORT Referred to in paragraph (i) of the Auditors Report of even date.

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets were physically verified by the Management during the year and no material discrepancies were noticed on such verification.

(ii) There has been no revaluation of Fixed Assets during the year.

(iii) The Stocks of Finished Goods, Stores, Spare Parts and Raw Material including components have been physically verified, during the year by the Management.

(iv) The procedure of physical verification of stocks followed by the Management are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(v) The discrepancies noticed on such verification were not significant as compared to book records and the same have been properly dealt with in the books of accounts.

(vi) The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles, and is on the same basis as in earlier years.

(vii) The Company has not taken any loans secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 or from companies under the same management within the meaning of section 370(1-B) of the Companies Act, 1956, which are prima facie prejudicial to the interest of the Company.

(viii) The Company has not granted any loans secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 or to Companies under the same management within the meaning of section 370(1-B) of the Companies Act, 1956, which are prima facie prejudicial to the interests of the Company.

(ix) In respect of loans and advances in the nature of loans given to employees and others, the principal amounts and interest thereon, wherever applicable have been repaid as stipulated.

(x) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sale of goods.

(xi) In our opinion, the transactions of purchase of goods and raw materials and sale of goods and materials and services made in pursuance of contracts or arrangements entered with the parties listed in the Registers maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000/- or more in respect of each party has been made at prices which are reasonable having regard to prevailing market price for such goods, materials or the services or the prices at which transactions for similar goods or services have been made with other parties.

(xii) As explained to us, the Company has a regular procedure for determining unserviceable or damaged stores and adequate provision for loss has been made in the accounts.

(xiii) The Company has not accepted any Fixed Deposits from the Public during the year under review in accordance with provisions of section 58A of the Companies Act, 1956.

(xiv) In our opinion, the company has maintained reasonable records for the sale and disposal of scraps. The company has no by-products.

(xv) The Company has an Internal Audit System commensurate with the size and nature of the business of the Company.

(xvi) The Central Government has not prescribed the maintenance of any cost records under section 209(1 )(d) of the Companies act, 1956.

(xvii) According to the records of the Company, Provident Fund and Employees State Insurance dues have been deposited during the year except for certain instances of delay with the appropriate authorities.

(xviii) According to the information and explanations given to us, no undisputed amount payable in respect of Income tax, Wealth tax, Sales tax, Custom duties and Excise duties wherever applicable were outstanding as on 31.03.2001 for a year of more than six months from the date it is payable.

(xix) According to the information given to us, no personal expenses of employees or Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

(xx) The Company is not a Sick Industrial company within the meaning of clause(o) of sub-section l of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

(xxi) In respect of goods traded in by the company, as explained to us, damaged goods have been determined and adequate provision has been made therefor.

(xxii) With regard to investments held by the Company, the company has not granted loans/advances on the basis of security by way of pledge of shares, debentures or other securities.

For T.G.RAMANATHAN & CO., Chartered Accountants

T.G. RAMANATHAN Chartered Accountant

PLACE: CHENNAI DATE : 25.08.2001