Auditor Report of PBA Infrastructure Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of M/s. PBA Infrastructure Limited (“the Company”),
which comprise the Balance Sheet as at March 31^st, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended,
and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required
and give a true and fair view in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the state of affairs(financial
position) of the Company as at 31^st March 2024 and its profit and loss (financial performance including other
comprehensive income), its cash flows and changes in equity for the year ended on that date.

Basis for Qualified Opinion

i. The Company has not performed impairment testing with respect to the investments in various Joint
Ventures and Associates as required by Indian Accounting Standard (Ind AS 36) ‘Impairment of assets’; hence
the impact on the carrying amount of investment is not ascertainable.

ii. Balances of trade receivables, trade payables, loans and advances, Deposits given/ taken are subject to
confirmations, reconciliations and consequent adjustments.

iii. Company follows accounting practice of recognizing revenue on the basis percentage completion method.
Company being an EPC contractor raises claims / arbitration money with its principals / Customers for the
delay on obtaining approvals, cost escalation, etc. As per Company policy, though the claims are raised
for the actual loss incurred by the Company (SOC), the same is recognized in the books at realizable value
determined by the internal team of the Company.

Though, these claims are not acknowledged by the principles/customer, the same being intangible/
uncertified in nature is being classified as a work in progress. The said claims though classified under WIP
(Current Asset) are subject to uncertainty as to recoverability. Unbilled work in progress of Rs.86.95 crores
and trade receivable amounting to Rs.82.53 crores as of 31.03.2024 is due to the various claims raised
on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in
respect of closed/ suspended / under construction projects and which are overdue for a substantial period
of time. These claims are mainly in respect of cost over run arising due to suspension of work, client delay,
changes in scope of work, deviation in design and other factors for which company is at various stages of
negotiation/ discussion with the clients or under Arbitration/ litigation. Based on discussion with principal/
arbitrations (which are at various stages) , litigations and on legal opinion / past experience with respect to
such claims , management is of the view to that the aforementioned amount out of which Rs.11.59 crores
have been written off during the quarter ended 31.03.2024 due to not-tenable and therefore this amount is
not recoverable.

iv. Fixed Asset register is still under compilation to have proper records showing full particulars, including
quantitative details and situation of property, plant and equipment. Company to have a regular program of
physical verification of its fixed assets, periodically.

v. There are arbitration proceedings / legal cases against by / the Company which may result in Compensation
/ interest / penalties.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(9) of the
Companies Act, 2013 (¹be Act”). Our responsibilities under those Standards are further described in the Auditor''s
Responsibilities for Audit of the Standalone Financial Results section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountant of India together
with the ethical requirements that are relevant to our audit of the financial results under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Notes of the Financial Results that the Company has incurred net loss during the year and
the current liabilities have exceeded the current assets. Further, The Company has defaulted in repayment of
principal dues and interest payable to banks. These events indicate that a material uncertainty exists that may
cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.

Emphasis of Matters

We draw attention to the following matters:

i. The company has made defaults in repayment of its obligations towards its lenders and an amount of
Rs. 315.15 Crores was overdue as per the SARFASEI Notice issued by the consortium bankers out of which
the amount of Rs. 26.50 Crores of State Bank of Patiala is settled under the OTS Scheme of State Bank of
India. This default indicates the existence of a material uncertainty that may cast apprehension about the
Company’s ability to function as a going concern.

However, the financial results of the Company have been prepared on a going concern basis & do not
include any adjustments that might result from the outcome of this uncertainty. We would also like to draw
attention to the fact that in absolute terms, total outside liabilities of the company exceed underlying
current assets.

ii. Certain current/cash credit/term loan accounts from banks & financial institutions have not been reconciled
as on 31.03.2024. Being classified as Non-Performing Assets by banks and financial institutions, the Company
has not been providing for interest since 1st January 2018 on any of the outstanding due from Banks and
Financial Institutions. The same policy of not providing interest has been continued in the FY 2023-24. In
absence of the balance confirmations and statements of said loans from banks and financial institutions, the
balance outstanding and interest charged thereupon by the lenders for FY 2023-24 remains unascertainable.
Lead Bank under consortium had approached CMM Court to take physical possession of the various secured
assets against total consortium overdue of Rs.315.15 Crore under SARFASEI Act, 2002. The Company has also
received notice of physical possession of various secured assets from the lenders in response to which the
company has filed a counter case and received stay on proceedings from DRT court. However, out of total
consortium overdue of Rs. 315.15 Crore, the amount of Rs. 26.50 Crores of State Bank of Patiala is settled
under the OTS Scheme of State Bank of India by the company. However, our opinion is not modified in all
above these matters.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the 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. We have determined that there are no key audit matters to communicate in our report.

Other Information:

The Company’s Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s Report including
Annexures to Board’s Report, but does not include the financial statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with Governance for the Financial Statements:

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

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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements:

Our objectives are to obtain reasonable assurance about whether the 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
on 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 financial control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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 the management. ¹

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 standalone financial statements, including
the disclosures, and whether the standalone financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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 charges 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 standalone 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 regulations 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 reasonable be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on
the matters specified in paragraph 3 and 4 of the order.

2) As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and except for the matter described in the Basis for Qualified Opinion paragraph,
obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.

b) Except for the matter described in the Basis for Qualified Opinion paragraph, 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 including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with
the relevant books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in
our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of
the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended.

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

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

g) The qualification relating to the maintenance of accounts and other matters connected therewith are
as stated in the Basis for Qualified Opinion paragraph above.

h) The managerial remuneration paid by the Company to its directors is as per the provisions of section
197 read with Schedule V of the Act for the year ended March 31, 2024.

i) 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”. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal
financial controls over financial reporting.

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial
statement, Refer Note no A-25 to the financial statement,

b. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.

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

d. The management has represented that, to the best of its 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, whether, 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;

e. The management has represented, that, to the best of its 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

f. Based on our audit procedures, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11E, as provided under 9a) and (b) above, contain
any material mis-statements.

g. The Company has not declared or paid any dividend during the year.

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

For N K Mittal & Associates

Chartered Accountants
Firm Registration Number: 113281W

N K Mittal

(Partner)

Membership Number: 046785
UDIN: 24046785BKAOME1932

Place: Mumbai
Date: 30^th May, 2024

1

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

---

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

To the Members of M/s. PBA Infrastructure Limited CIN : L45200MH1974PLC017653 611/3,V.N.Purav Marg,

Chembur,(East), Mumbai Maharashtra - 400071.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s. PBA Infrastructure Limited (‘the Company’), which comprise the balance sheet as at 31 March 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. 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 qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

a) No provision has been made against performance bank guarantees invoked total amounting to Rs, 26.85 Crores against the company and disputed by it.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, and further to our comments in the ‘Annexure-A’, we state that except for possible effect of the matter described in sub para (a) in the ‘Basis for Qualified Opinion’ paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, and its loss 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, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure-A’, 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 of the aforesaid standalone financial statements.

(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) except for the possible effect of the matter described in sub para ‘a’ in the ‘Basis for Qualified Opinion’ paragraph above, 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 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 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 has disclosed the impact of pending litigations on its financial position in its financial statements, Refer Note No. C-2, C-3 and C-11 to the financial statements;

ii. the Company did not have any Long term contract including derivatives contract as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been no delay in transferring amount required to be transferred, to the Investor Education and Protection fund by the Company.

''Annexure - A’ to the Independent Auditors’ Report of M/s. PBA Infrastructure Limited

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2016, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of two years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.

(ii) (a) As explained to us, the inventories have

been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion, the discrepancies noticed on physical verification of the inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has not granted loans to any bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’), Hence we have not commented upon the paragraph 3(iii) of the Order.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

(v) The Company has accepted deposits from the public. The Company has generally complied with the provisions of directives issued by Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act 2013 and rules framed there under except filling of Return of Deposit with Registrar of Companies and default in payment of Interest and principal repayment on maturity. As per the information and explanation given to us, no order under the aforesaid sections have been passed by the Company Law Board, National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other tribunal on the company.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost records and audit ) Rules 2014 and as prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained by the Company. We have not however made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(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, duty of excise, service tax, duty of customs, employees’ state insurance , value added tax, cess and other material statutory dues have been regularly deposited with few delay in some cases during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable except followings:

Particulars	Amount
TDS	455.96
PF	15.84
Service Tax	6.07
Profession Tax	1.32

(c) 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 Statute	Nature of dues	Amount(in Lakhs)	Forum where dispute is pending
MVAT Act	Sales Tax/Vat	2336.52	Appellate Authority VAT Mumbai
Rajasthan Entry Tax Act	Entry Tax	352.00	Appellate Authority -RST
Income Tax	Income Tax	653.00	CIT (A),Mumbai
Income Tax	Income Tax Penalty	935.01	ITAT Mumbai

(viii)Based on our Audit procedures and according to information and explanation given to us, the Company has irregular in payment of banks dues. The Company has overdue outstanding dues to financial institutions, banks as at 31^st March 2016 as follows:

I. Long Term Borrowing

Sr. No	Name of Bank	Default Principal Amount	Default Interest Amount	Total Default Amount	Continuing Default Period
1	Royal Bank of Scotland	925396	44604	970000	Sept-12 to March-16
2	Srei Equipment Finance Ltd	93567279	7775135	101342414	April to March 16
3	Tata Capital Ltd-Tata Hitachi	232499	1401	233900	Since March 14
4	ICICI Bank -Mesto Inida	7554318	209511	7763829	Since Feb-14
5	Shriram Equipment Finance Ltd	19734608	2164785	21899393	Since Jan-14
6	Canara Bank -LTL-1( CDR)	174000000	72498401	246498401	Since April 13
7	Canara Bank -LTL-II (CDR)	193200000	124101159	317301159	Since April 13
8	Canara Bank FITL	43537513	9957434	53494947	Since April 13
9	Union Bank -LTL-I ( CDR)	48297859	14225478	62523337	Since Oct-13
10	Union Bank - LTL-II ( CDR	7198641	2506617	9705258	Since July,13
11	Union Bank -FITL-I	3916487	530309	4446796	Since March14
12	Union Bank - FITL-II	618301	80353	698654	Since April 14
13	State Bank of Patiala-CDR	35323895	9360000	44683895	Since June,14
14	State Bank of Patiala -FITL	2562450	726000	3288450	Since June,14
15	Karur Vysya Bank-CDR	51054386	9872101	60926487	Since Oct,14
16	Karur Vysya Bank -FITL	3051244	453494	3504738	Since Dec-14

II. Short Term Borrowing :-

Sr. No	Name of Bank	Period	Amount of Default
1	IDBI Bank Ltd	Since Feb, 2013	65000200
2	Canara Bank -CC	Since June, 2013	683053524
3	Canara Bank-DD	Since April, 2013	152419065
4	Canara Bank-BG Invoked	Since July, 2013	625738131
5	Union Bank of India-CC	Since Jan, 2014	108568108
6	Union Bank of India -OD	Since March, 2014	56962940
7	Union Bank of India-BG Invoked	Since March, 2014	113417176
8	State Bank of Patiala-CC	Since Jan, 2014	134930062
9	Karur Vysya Bank-CC	Since Nov,2014	103274265
10	Punjab & Sind Bank -CC	Since Sept, 2015	152814261

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. The term loans have been applied for the purpose for which they were obtained.

(x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xii) I n our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiii)Based upon the audit procedures performed and the information and explanations given by the management, 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, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

(xv) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

''Annexure - B’ to the Independent Auditor’s Report of M/s. PBA Infrastructure Limited

[Referred to in paragraph 2(f) under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2016.]

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 M/s. PBA Infrastructure Limited (‘the Company’), as of 31 March 2016 in conjunction with our audit of the standalone 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 (‘ICAI’). 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 assets, 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 authorizations 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 31 March 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 Ajay B Garg

Chartered Accountant

A Garg

Mem No: 032538

Place : Mumbai

Dated : 30^th May 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of PBA Infrastructure 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 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 unmodified audit opinion on the standalone financial statements.

Unmodified 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 March 2015 and its loss 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 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, Refer Note No. C-2, C-3 and C-11 to the financial statements;

ii. the Company did not have any Long term contract including derivatives contract as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been delay by 53 days in transferring amount of Rs. 5,98,394/- required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

(i) FIXED ASSETS

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

b. The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of five years. In accordance with this programme, fixed assets at certain sites were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) INVENTORIES

a. As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

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

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

(iii) LOAN GIVEN

The Company has not granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) INTERNAL CONTROL

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) DEPOSITS FROM PUBLIC

The Company has accepted deposits from the public. The company has generally complied with the provisions of directives issued by Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act 2013 and rules framed there under except filing of Return of Deposit with Registrar of Companies and default in payment of Interest and principal repayment on maturity. As per the information and explanation given to us, no order under the aforesaid sections have been passed by the Company Law Board, National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other tribunal on the company.

(vi) COST ACCOUNTING RECORDS

We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost records and audit) Rules 2014 and as prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained by the Company. We have not however made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii) STATUTORY DUES

a. According to the information and explanations given to us and on the basis of our examination of the records, Company is regular in depositing undisputed statutory dues payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, cess and other material statutory dues with few delay in some case except mention below which were in arrears as at 31 March 2015 for a period more than six months from the date they became payable:

Particulars Amount

Work Contract Tax 2.84 Lakhs

TDS 323.42 Lakhs

PF 23.15 Lakhs

Sales Tax / VAT 40.89 Lakhs

Service Tax 55.64 Lakhs

Excise Duty 5.97 Lakhs

Entry Tax 4.53 Lakhs

Profession Tax 11.84 Lakhs

Dividend Distribution Tax 21.90 Lakhs

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 statute Nature of dues Amount (in Lakhs.)

MVAT Act Sales Tax/ VAT 1207.99

Income Tax Act Income Tax 653.00

Income Tax Act Income Tax Penalty 935.01

Name of the statute Forum where dispute is pending

MVAT Act Appellate Authority -VAT-Mumbai

Income Tax Act CIT (A), Mumbai

Income Tax Act ITAT (Mumbai)

c. According to the information and explanations given to us there are delay by 53 days in transferring amount of Rs. 5,98,394/-, required to be transferred, to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, and rules there under.

(viii) IN RESPECT OF LOSSES

The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses in the financial year of Rs. 14.08 Crore and nil in the immediately preceding financial year.

(ix) REPAYMENT OF DUES

Based on our Audit procedures and according to information and explanation given to us, the Company has paid dues to banks with certain delay. The Company have overdue outstanding dues to financial institutions, banks or debenture holders as at 31st March 2015 as below:

(i) Long Term Borrowing

Sr. Name of Bank Default No Principal Amount Rs.

1 Royal Bank of Scotland 925396

2 Srei Equipment Finance Ltd- 2439619

3 Tata Capital Ltd -Tata Hitachi 2094938

4 ICICI Bank-Mesto India 10963829

5 Shriram Equipment Finance Ltd 12369933

6 Canara Bank -LTL -I (CDR) 17500000

7 Canara Bank -LTL -II (CDR) 19320000

8 Union Bank of India - LTL-I (CDR) 5102000

9 Union Bank of India -LTL-II (CDR) 798000

10 State Bank of Patiala- (CDR) 2700000

11 Karur Vysya Bank- (CDR) 2062000

12 Canara Bank -FITL 24900000

13 Union Bank of India -FITL-1 1780000

14 Union Bank of India -FITL-2 280000

15 State Bank of Patiala -FITL 1028000

16 Karur Vysya Bank -FITL 7711701

Sr. Name of Bank Default Total No Interest Default Amount Rs. Amount Rs.

1 Royal Bank of Scotland 44604 970000

2 Srei Equipment Finance Ltd- 60381 2500000

3 Tata Capital Ltd -Tata Hitachi 51962 2146900

4 ICICI Bank-Mesto India 376304 3162500

5 Shriram Equipment Finance Ltd 1847758 14217691

6 Canara Bank -LTL -I (CDR) 43198296 60698296

7 Canara Bank -LTL -II (CDR) 74826678 94146678

8 Union Bank of India - LTL-I (CDR) 8459250 13561250

9 Union Bank of India -LTL-II (CDR) 1603747 2401747

10 State Bank of Patiala- (CDR) 3835000 6535000

11 Karur Vysya Bank- (CDR) 2907101 4969101

12 Canara Bank -FITL 6162111 31062111

13 Union Bank of India -FITL-1 275918 2055918

14 Union Bank of India -FITL-2 40218 320218

15 State Bank of Patiala -FITL 221000 1249000

16 Karur Vysya Bank -FITL 68494 839664

Sr. Name of Bank Continuing Default No Period

1 Royal Bank of Scotland Sept 12 to March 15

2 Srei Equipment Finance Ltd- March 15

3 Tata Capital Ltd -Tata Hitachi Oct 13 to April 14

4 ICICI Bank-Mesto India Nov 13 to March 14

5 Shriram Equipment Finance Ltd Nov 13 to March14

6 Canara Bank -LTL -I (CDR) April 13 to March 15

7 Canara Bank -LTL -II (CDR) April 13 to March 15

8 Union Bank of India - LTL-I (CDR) Dec 14 to March 15

9 Union Bank of India -LTL-II (CDR) July 13 to March 15

10 State Bank of Patiala- (CDR) June 14 to March 15

11 Karur Vysya Bank- (CDR) Oct 14 to March 15

12 Canara Bank -FITL April 13 to March 15

13 Union Bank of India -FITL-1 Feb 14 to March 15

14 Union Bank of India -FITL-2 April 14 to March 15

15 State Bank of Patiala -FITL June 14 to March 15

16 Karur Vysya Bank -FITL Dec 14 to March 15

(ii) Short Term Borrowing:

Sr. Name of Bank Period No

1 IDBI Bank Ltd April-14 to March-15

2 Canara Bank -CC June 13 to March-15 for Interest

3 Canara Bank -OD April 13 to March-14 for Interest

4 Canara Bank -C.A March 14 to March -15 for Interest

5 Canara Bank -BG Invoked July 13 to March-15 for Interest

Sr. Name of Bank Amount of Default No

1 IDBI Bank Ltd 70868409

2 Canara Bank 167199298

3 Canara Bank 38280842

4 Canara Bank 3496482

5 Canara Bank -BG Invoked 31320290

(x) GUARANTEES GIVEN

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

(xi) END USE OF BORROWINGS

According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, the term loans have been applied for the purpose for which they were raised.

(xii) FRAUDS

Based on the audit procedures performed for the purpose of reporting the true and fair view of financial statement and as per the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Ajay B Garg Chartered Accountant

A Garg Proprietor Mem No 32538 Place: Mumbai Dated: 30th May 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date.

1. In respect of Fixed Assets:

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

b. As informed to us, during the year, majority of the fixed assets have been physically verified by the management on the basis of phased programme of verification of the assets over a reasonable time. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year, no material discrepancies were noticed between the book records and the physical inventory for the same.

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

2. In respect of inventories :

a. As per information and explanation given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b. Based on the information and explanation given to us and on the basis of the management representation on which we have placed reliance, we are of the opinion that the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

c. The company is maintaining proper records of inventory and as explained to us, during the year, there were no material discrepancies noticed on physical verification of inventory, as Compared to the book records

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. The company has taken loans from 14 parties covered in the Register maintained under section 301 of the Companies Act, 1956 aggregating to Rs.1310.18 lakhs.

b. The Company has not granted loans to parties covered in the register maintained under section 301.

c. In our opinion, the rate of interest and other terms and conditions on which the loans has been obtained and or given from the parties listed in register maintained under Sec. 301 of the Companies Act, 1956 are prima facia not prejudicial to the interest of the Company.

d. The Company is irregular in repayment of the Principal amounts as stipulated and also have been irregular in Payment of interest.

e. There are no overdue of amount recoverable more than one lakhs as company has not granted loan to parties covered u/s 301.

4. In our opinion and as per the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchases of new materials, stores, plant and machinery equipment and other assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956 :

a. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the Register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b. So far we have been able to ascertain, the company has entered into transactions for purchase of goods and materials and sale of goods, materials and services in pursuance of contract or arrangements entered in the Register maintained under Sec. 301 of the Companies Act, 1956 as aggregating during the year to Rs. 500,000/- or more in respect of each party. These transactions have been made at prices which are reasonable having regard to prevailing market prices available with the company for such goods and services or the prices at the relevant time.

6. In respect of Fixed Deposits :

a. In our opinion and as per information and explanation given to us the Company has not complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1875, with regards to the deposits accepted from the public. As per the information and explanation given to us, no order under the aforesaid sections have been passed by the Company Law Board on the company.

7. In respect of internal audit systems :

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

8. To the best of our knowledge and according to information given to us, the Central Government has not prescribed maintenance of cost records under sec. 209 (i) (d) of the Companies Act, 1956 in respect of any of the products of the Company.

9. In respect of statutory dues :

a. According to the records of the company, the Company is not regular in depositing undisputed statutory dues including the Provident Fund dues, Income tax, MVAT, Sales tax and other statutory dues applicable to it with the statutory authorities which are as follows:

Name of Statute Nature of Dues Rs.(in Lakhs)

Income Tax Act Income tax assessment 34.59 dues of AY 2009-10

Income Tax Act FBT of AY 2009-10 6.57 & FBT (under rectification)

Maharashtra Works Contract 2.89 Sales Tax Tax for FY.2004-05

The Employees Provident Fund 25.46 Provident Fund and Miscellaneous Provisions Act 1952

Finance Act 1994 Service Tax 44.59

MVAT Act 2002 Entry Tax 4.53

Maharashtra Profession Tax 7.92 State Tax on Professions, Trades, Callings and Employments Act 1975

Income Tax Dividend Distribution Tax 21.90 Act 1961

Central Excise Central Excise Duty 5.97 Act 1944

Income Tax Tax Deducted at Source 666.10 Act 1961

MVAT Act 2002 VAT 29.41

b. The disputed statutory dues that have been not deposited on account of matters pending before the appropriate Appellate Authorities are as under :

Name of Statute Assessment Rs. Appellate Nature Year (in lakhs) Authority

Income Tax Act A.Y.2004-05 16.73 CIT (Appeals) Penalty Mumbai

Income Tax Act A.Y.2006-07 276.61 CIT (Appeals) Penalty Mumbai Income Tax Act A.Y.2007-08 96.34 CIT (Appeals) Penalty Mumbai

Income Tax Act A.Y.2008-09 545.33 ITAT-Mumbai Penalty

Income Tax Act A.Y.2006-07 4.60 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2007-08 140.32 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2008-09 151.67 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2009-10 260.67 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2010.11 74.44 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2010.11 91.91 CIT (Appeals) Assessment Dues Mumbai

Income Tax Act A.Y.2011.12 10.38 CIT (Appeals) Assessment Dues Mumbai

10. The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

12. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company.

13. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) Order are not applicable to the Company.

14. Based on our audit procedures and according to information and explanations given to us the company has not given guarantees for loans taken by others from a Bank or financial institution.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, the term loans have been applied for the purpose for which they were raised.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, we are of the opinion that no funds raised on short term basis have been used for long term assets.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not raised any monies by way of issue of debentures.

19. During the year the company has not raised any money by public issue and accordingly the provisions of clause 4 (xx) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Ajay B. Garg Chartered Accountant

A Garg. Proprietor Mem. No 032538

Place : Mumbai , Dated : 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

1. In respect of Fixed Assets :

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

b. As informed to us, during the year, majority of the fixed assets have been physically verified by the management on the basis of phased programme of verification of the assets over a reasonable time. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year, no material discrepancies were noticed between the book records and the physical inventory for the same.

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

2. In respect of inventories :

a. As per information and explanation given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b. Based on the information and explanation given to us and on the basis of the management representation on which we have placed reliance, we are of the opinion that the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

c. The company is maintaining proper records of inventory and as explained to us, during the year, there were no material discrepancies noticed on physical verification of inventory, as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. The company has taken loans from 6 parties covered in the Register maintained under section 301 of the Companies Act, 1956 aggregating to Rs.1175.00 lakhs.

b. The Company has not granted loans to parties covered in the register maintained under section 301.

c. In our opinion, the rate of interest and other terms and conditions on which the loans has been obtained and or given from the parties listed in register maintained under Sec. 301 of the Companies Act, 1956 are prima facia not prejudicial to the interest of the Company.

d. The parties have regular in repayment of the Principal amounts as stipulated and have been regular in Payment of interest.

e. There are no overdue amounts more than one lakh.

4. In our opinion and as per the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchases of new materials, stores, plant and machinery equipment and other assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956 :

a. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the Register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b. So far we have been able to ascertain, the company has entered into transactions for purchase of goods and materials and sale of goods, materials and services in pursuance of contract or arrangements entered in the Register maintained under Sec. 301 of the Companies Act, 1956 as aggregating during the year to Rs. 500,000/ - or more in respect of each party. These transactions have been made at prices which are reasonable having regard to prevailing market prices available with the company for such goods and services or the prices at the relevant time.

6. In respect of Fixed Deposits :

a. In our opinion and as per information and explanation given to us the Company has complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1875, with regards to the deposits accepted from the public.

b. The Company has default in paying interest to various parties.

7. In respect of internal audit systems :

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

8. To the best of our knowledge and according to information given to us, the Central Government has not prescribed maintenance of cost records under sec. 209 (i) (d) of the Companies Act, 1956 in respect of any of the products of the Company.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) Order are not applicable to the Company.

15. Based on our audit procedures and according to information and explanations given to us the company has not given guarantees for loans taken by others from a Bank or financial institution.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not raised any monies by way of issue of debentures.

20. During the year the company has not raised any money by public issue and accordingly the provisions of clause 4 (xx) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Ajay B. Garg

Chartered Accountant

A Garg

Place : Mumbai, Proprietor

Date :30th May 2013 Mem. No: 032538

---

Mar 31, 2012

1. We have audited the annexed Balance Sheet of PBA INFRASTRUCTURE LIMITED (the "Company") as at 31st March 2012 and also the annexed profit & Loss account and Cash flow statement of the Company for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the company. Our responsibility is to express opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order, 2003 as amended by Companies (Auditor's Report) (Amendment) order, 2004 issued by the Central Government in terms of sub section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks as we may have considered appropriate and according to the information and explanations given to us, we set out in annexure a Statement on the matters specified in the paragraph 4 and 5 of the said order.

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

1. We have obtained all the information and explanation which to the best of our knowledge and behalf were necessary for the purpose of our audit.

2. In our opinion proper books of accounts as required by law have been kept by the company so far as appear from our examination of these books.

3. The Balance Sheet and the Profit & Loss account and the Cash flow Statement dealt with by the report are in agreement with the books of accounts

4. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Sub Clause [3c] of Section 211 of the Companies Act, 1956.

5. Based on the basis of the written representations made by all the Directors of the company as on 31st March 2012 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the company do not, prima facie, have any disqualification as referred to in clause (g) sub-section (1) to the Section 274 of the Companies Act, 1956.

6. Without qualifying attention is drawn to the following :

a. Note : C-5(c) regarding the financial statements of the Company having been prepared on a going concern basis, the appropriateness of which is interalia dependent on successful implementation of the scheme approved by the Corporate Debt Restructuring Cell as also that in the opinion of the management, no impairment provision is considered necessary.

7. In our opinion and to the best of our information and according to the explanations given to us, the financial statements, together with the Notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. In the case of the Balance Sheet of the state of affair of the company at 31st March 2012 and

b. In case of Profit & Loss account, of the profit for the year ended on that date.

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

Annexure referred to in paragraph 3 of the Auditors' Report to the members of PBA Infrastructure Limited on the accounts for the year ended 31st March 2012.

1. In respect of Fixed Assets :

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

b. As informed to us, during the year, majority of the fixed assets have been physically verified by the management on the basis of phased programme of verification of the assets over a reasonable time. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year, no material discrepancies were noticed between the book records and the physical inventory for the same.

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

2. In respect of inventories :

a. As per information and explanation given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b. Based on the information and explanation given to us and on the basis of the management representation on which we have placed reliance, we are of the opinion that the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

c. The company is maintaining proper records of inventory and as explained to us, during the year, there were no material discrepancies noticed on physical verification of inventory, as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. The company has taken loans from 5 parties covered in the Register maintained under section 301 of the Companies Act, 1956 aggregating to Rs. 1034.01 lakhs.

b. The Company has not granted loans to parties covered in the register maintained under section 301.

c. In our opinion, the rate of interest and other terms and conditions on which the loans has been obtained and or given from the parties listed in register maintained under Sec. 301 of the Companies Act, 1956 are prima facia not prejudicial to the interest of the Company.

d. The parties have repaid the Principal amounts as stipulated and have been regular in Payment of interest.

e. There are no overdue amounts more than one lakhs.

4. In our opinion and as per the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchases of new materials, stores, plant and machinery equipment and other assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956 :

a. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the Register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b. So far we have been able to ascertain, the company has entered into transactions for purchase of goods and materials and sale of goods, materials and services in pursuance of contract or agreements entered in the Register maintained under Sec. 301 of the Companies Act, 1956 as aggregating during the year to Rs. 500,000/- or more in respect of each party. These transactions have been made at prices which are reasonable having regard to prevailing market prices available with the company for such goods and services or the prices at the relevant time.

6. In respect of Fixed Deposits :

a. In our opinion and as per information and explanation given to us the Company has complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1875, with regards to the deposits accepted from the public.

7. In respect of internal audit systems :

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

8. To the best of our knowledge and according to information given to us, the Central Government has not prescribed maintenance of cost records under sec. 209 (i) (d) of the Companies Act, 1956 in respect of any of the products of the Company.

9. In respect of statutory dues :

a. According to the records of the company, the Company is generally regular in depositing undisputed statutory dues including the Provident Fund dues, ESIS dues, Income tax, MVAT, Sales tax and other statutory dues applicable to it with the statutory authorities except following dues :

Name of Statute Nature of Dues Rs.(in Lakhs)

Income Tax Act Income tax Assessment 18.48 dues up to A.Y.2008-09

Income Tax Act Income tax assessment 34.59 dues of AY 2009-10

Income Tax Act & FBT of AY 2009-10 6.57 FBT (under rectification)

Maharashtra Sales Works Contract Tax 2.89 Tax for FY.2004-05

b. The disputed statutory dues that have been not deposited on account of matters pending before the appropriate Appellate Authorities are as under :

Name of Statute Assessment Rs. (in Lakhs) Appellate Year Authority

Income Tax Act A.Y.2004-05 16.73 CIT (Appeals) Mumbai

Income Tax Act A.Y.2006-07 276.61 CIT (Appeals) Mumbai

Income Tax Act A.Y.2007-08 96.34 CIT (Appeals) Mumbai

Income Tax Act A.Y.2008-09 545.33 CIT (Appeals) Mumbai

10. The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. There have been defaults in repayment of dues to the banks during the year, which have been subsequently rescheduled by way of Corporate debt restructuring package (CDR). The Company has however defaulted in following repayment of dues to Banks or Institutions(other than CDR):

a. Long term borrowing :

Sr No. Name of Bank Default Principal Default Interest (Rs.) (Rs.)

1 Royal Bank Scotland 1,264,937 111,226

2 Mahindra & Mahindra 2,295,058 149,765

Financial Services Ltd.

3 Larsen & Toubro Finance Ltd. 676,398 123,284

4 Larsen & Toubro Finance Ltd. 680,628 119,054

5 Tata Capital Ltd. 177,802 33,598

6 Tata Capital Ltd. 60,763 15,187

7 Citi bank N A 1,341,373 23,318

8 ICICI Bank Ltd. 230,917 37,647

9 ICICI Bank Ltd. 186,804 31,974

10 ICICI Bank Ltd. 263,742 54,354

11 ICICI Bank Ltd. 261,555 56,541

12 Sriram Finance Pvt. Ltd. 1,012,423 560,777

13 Srei Equipment Finance Ltd. 5,805,135 3,638,865

14 Srei Equipment Finance Ltd. 4,270,088 2,082,712

Name of Bank Total Default Continuing Default (Rs.) (Rs.)

Royal Bank Scotland 1,376,163 Jan.12 to Mar.12

Mahindra & Mahindra 2,444,823 Jan.12 to Mar.12

Financial Services Ltd.

Larsen & Toubro Finance Ltd. 799.682 Feb.12 to Mar.12

Larsen & Toubro Finance Ltd. 799.682 Feb.12 to Mar.12

Tata Capital Ltd. 211,400 Mar.12

Tata Capital Ltd. 75,950 Mar.12

Citi bank N A 1,364,691 Jan.12 to Mar.12

ICICI Bank Ltd. 268,564 Feb.12 to Mar.12

ICICI Bank Ltd. 218,778 Feb.12 to Mar.12

ICICI Bank Ltd. 318.096 Feb.12 to Mar.12

ICICI Bank Ltd. 318.096 Feb.12 to Mar.12

Sri ram Finance Pvt Ltd 1,573,200 Feb.12 to Mar.12

Srei Equipment Finance Ltd 9,444,000 Jan.12 to Mar.12

Srei Equipment Finance Ltd 6,352,800 Jan.12 to Mar.12

b. Short term Borrowing :

Sr No. Name of Bank Period Amount of Default (Rs.)

1 IDBI Bank Ltd. 01.04.11 TO 31.03.12 23,334,000

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) Order are not applicable to the Company.

15. Based on our audit procedures and according to information and explanations given to us the company has not given guarantees for loans taken by others from a Bank or financial institution.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not raised any monies by way of issue of debentures.

20. During the year the company has not raised any money by public issue and accordingly the provisions of clause 4 (xx) of the Companies (Auditor's Report) order, 2003 are not applicable to the Company.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Ajay B Garg

Chartered Accountants

A Garg

Mem-032538

Place : Mumbai

Date : August 13, 2012

---

Mar 31, 2010

1. We have audited the annexed Balance Sheet of PBA INFRASTRUCTURE LIMITED as at 31st March 2010 and also the annexed profit & Loss account and Cash flow statement of the Company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express opinion on these financial statements based onour audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order, 2003 as amended by Companies (Auditors Report) (Amendment) order, 2004 issued by the Central Government in terms of sub section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks as we may have considered appropriate and according to the information and explanations given to us, we set out in annexure a Statement on the matters specified in the paragraph 4 and5 ofthe said order.

4. Further to our comments in theAnnexure referred to in paragraph 3 above,we report that :-

a.We have obtained all the information and explanation 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 appear from our examination ofthese books.

c. The Balance Sheet and the profit & Loss account and the Cash flow Statement dealt with by the report are in agreement with the books of account.

d.In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Sub Clause [3c]of Section 211of the CompaniesAct, 1956.

5. Based on the basis of the written representations made by all the Directors of the company as on 31st March 2010 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the company do not, prima facie, have any disqualification as referred to in clause (g) sub-section (1) to the Section 274 of the CompaniesAct, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements, together with the Notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. In the case of the Balance Sheet of the state of affairs of the company as at 31st March 2010 and

b. In case of Profit & Loss account, of the profit for the year endedonthat date.

c. In case of Cash flow Statement, of the cash flows for the year endedonthat date.

Annexure referred to in paragraph 3 of the Auditors Report to the members of PBA Infrastructure Limited on the accounts for the year ended 31st March 2010.

1. Inrespect of Fixed Assets :

a. The Company has maintained proper records to show full particulars including quantitative details and situation of the fixed assets.

b. During the year, majority ofthe fixed assets have been physically verified by the management on the basis of phased programme of verification of the assets over a reasonable time. No material discrepancies were noticed on verification of the assets made during the year.

c. In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. Inrespect ofinventories :

a. The management has conducted physical verification of inventory at reasonable intervals.

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

c. The company is maintaining proper records of inventory and as explained to us there were no material discrepancies noticed on physical verification of inventory, as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or parties covered in the register maintained under section 301 of the CompaniesAct, 1956 :

a. The company has taken loans from 4 parties covered in the Register maintained under Section 301 of the Companies Act, 1956 aggregatingto Rs438.49 lakhs.

b. The Company has not granted loans to parties covered in the register maintained under Section 301.

c. In our opinion, the rate of interest and other terms and conditions on which the loans has been obtained and or given from the parties listed in register maintained under Sec. 301 of the Companies Act, 1956 are prima facie not prejudicial tothe interestof the Company.

d. The parties have repaid the Principal amounts as stipulated and have been regular in Payment of interest.

e. There are no overdue amounts more than one lakh.

4. In our opinion and as per the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchases of materials, stores, plant and machinery equipment and other assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

5. In respect of transactions covered under Section 301oftheCompaniesAct, 1956 :

a. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the Register in pursuance of Section 301 of the Companies Act, 1956 have beensoentered.

b. So far we have been able to ascertain, the company has entered into transactions for purchase of goods and materials and sale of goods, materials and services in pursuance of contract or agreements entered in the Register maintained under Section 301 of the Companies Act, 1956 as aggregating during the year to Rs.500,000/- or more in respect of each party. These transactions have been made at prices which are reasonable having regard to prevailing market prices available with the company for such goods and services or the prices at the relevant time.

6. Inrespectof Fixed Deposits :

In our opinion and as per information and explanation given to us the Company has complied with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975,

with regards to the deposits accepted from the public.

7. In respect of internal audit systems:

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

8. To the best of our knowledge and according to information given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (i) (d) of the Companies Act, 1956 in respect of any of the products of the Company.

9. In respect of statutory dues:

a. According to the records of the company, the Company is generally regular in depositing undisputed statutory dues including the Provident Fund dues, ESIS dues, Income tax, Sales tax and other statutory dues applicable to it with the statutory authorities.

b. According to information and explanation given to us, there are no undisputed amounts payable in respect of income Tax, Sales Tax, Value Added Tax, and Excise and customs duty which have remained outstanding as on 31st March 2010 for a period of more than six months from the date they become payable.

c. According to information and explanations given to us, following statutory dues which have not been deposited as on 31 stMarch 2010 on account of dispute.

Nature of Forum where Period to Amount statutory dues dispute is pending which it relates (Rs.)

Income Tax Act, Commissioner of A.Y. 2002-03 5,85,960 1961 Income Tax (Appeals)

Income Tax Act Commissioner of A.Y. 2004-05 15,25,423 Income Tax (Appeals)

Income Tax Act Commissioner of A.Y.2006-07 96,81,975 Income Tax (Appeals)

Income Tax Act Commissioner of A.Y.2007-08 1,34,02,437 Income Tax (Appeals)

Income Tax Act Commissioner of A.Y.2008-09 1,26,37,302 Income Tax (Appeals)

3,78,33,097

Sales Tax and VAT Matters:

Following is the amount of dues payable determined by the Sales Tax authorities for the relevant Financial year, for which the Company has preferred an Appeal against the respective Assessment orders:

Financial Forum where Sales Tax Works Status Year dispute is dues/ Contract pending (Rs. In lakhs) Dues (Rs. In lakhs)

2003-04 Deputy 58.45 35.99 Assessment Commissioner Completed * of Sales Tax

2004-05 Deputy 7.68 101.90 Assessment Commissioner Completed * of Sales Tax

* as explained in notes to account.

10. The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. According to information and explanations given to us, and based on the documents and records produced before us, and on the basis of the management representation on which we have placed reliance, the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Therefore the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. Based on our audit procedures and according to information and explanations given to us the company has not given guarantees for loans taken by others from a Bankorfinancial institution.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, and on the basis of the management representation on which we have placed reliance, we are of the opinion that no funds raised on short term basis have been used for long term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301ofthe CompaniesAct, 1956.

19. The Company has not raised any monies by way of issueof debentures.

20. During the year the company has not raised any money by public issue and accordingly the provisions of clause 4 (xx) of the Companies (Auditors Report) order, 2003 are not applicable tothe Company.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Ajay B. Garg

Chartered Accountant

A Garg

Mem.No 032538 Place: Mumbai , Dated :13th August, 2010