Auditor Report of PTC India Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial statements of
PTC India Limited (‘the Company’), which comprise the Standalone
Balance Sheet as at March 31, 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone Statement of Cash
Flows for the year ended on that date and notes to the standalone financial
statements, including a summary of material accounting policies and
other explanatory information (hereinafter referred to as “the standalone
financial statements”).

2. 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 Companies Act, 2013, as amended (the
“Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended, and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025, and its profit
(including other comprehensive income), its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

4. We draw your attention to Note 5A to the standalone financial statements
regarding approval by the shareholders of the Company, in meeting
dated March 28, 2024, for the disinvestment of the Company’s entire
shareholding in its wholly owned subsidiary, PTC Energy Limited (PEL).
The disinvestment was subject to receipt of necessary regulatory approvals,
consents, permissions, fulfilment of conditions precedent, and other
required sanctions. Accordingly, the investment in PEL was classified as
“assets held for sale” as at March 31, 2024.

Upon completion of the conditions precedent to the transaction, the
Company transferred its entire shareholding in PEL to ONGC Green
Limited, a wholly owned subsidiary of ONGC, on March 04, 2025. As
per the terms of the bid, the Company received total sales consideration
of 0 1,175.75 Crores (net of costs to sell) and consequently recorded a
profit of 0 521.63 Crores as “Exceptional Items” in the standalone financial
statements for the year ended March 31, 2025.

5. We draw your attention to Note 50(j) to the standalone financial
statements which states that, the composition of Board of the Company is
not in accordance with the requirement of SEBI (LODR), 2015 in terms of
minimum number of independent directors from January 13, 2025 due to
appointment of a whole- time director w.e.f. January 13, 2025.

6. We draw your attention to Note 50(i) to the standalone financial statements
which states that, the audited standalone & consolidated financial
statements of the company for the year ended March 31, 2024 have not
been adopted by the Shareholders. The Company has filed unadopted
audited financial statements for the year ended March 31, 2024 with the
Registrar of Companies in October 2024 in accordance with Section 137 of
the Companies Act, 2013. The Company believes that the aforesaid matter
does not impact the standalone financial statements for the year ended
March 31, 2025.

Our opinion on standalone financial statements of the company is not
modified in respect of matters mentioned in paras 4 to 6 above.

Key Audit Matters

7. Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the standalone financial statements
for the year ended March 31, 2025. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the matter

Reconciliation and Impairment of Trade Receivables The reconciliation and recoverability of trade receivables and the level of provisions for doubtful trade receivable involves significant judgements by the management due to customer specific contractual arrangements. Further, the Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions, customer specific contractual arrangements and corresponding amount payable to generator viz a viz amount recoverable from the parties. The Company also considers current and anticipated future economic conditions relating to industry the Company deals with. In calculating expected credit loss, the Company also considers the probability of default in future.

Principal Audit Procedures In order to assess the recoverability and impairment of trade receivables, we performed the following procedures: • We evaluated the Co mpany’s credit control procedures and assessed and validated the ageing profile of trade receivables. • We assessed recoverability on a sample basis by reference to cash received subsequent to year-end, agreement to the terms of the contract in place. • We reviewed the system of reconciliation followed by the management with the State Electricity Utilities. Such reconciliation statements are signed by the company and utilities from time to time during every year. Where there were indicators that trade receivables were unlikely to be collected within contractual payment terms, we assessed the adequacy of the allowance for impairment of trade receivables. To do this: • We assessed the ageing of trade receivables, dispute with customers, the past payment and credit history of the customer. • We evaluated evidence from the legal and external experts’ reports on contentious matters.

Key Audit Matter	How our audit addressed the matter
	• We assessed the profile of trade receivables and the economic environment applicable to these customers. • We co ns id ered the his to rical accuracy of forecasting the allowance for impairment of trade receivables.
Impairment of Investments At the end of every reporting period, the Company assesses whether there is any indication that an asset or cash generating unit (CGU) may be impaired. I f any such ind icat io n exist s, the Company estimates the recoverable amount of the asset or CGU. The determination of recoverable amount, being the higher of fair value less costs to sell and value-in¬ use involves significant estimates, assumptions and judgements of the long-term financial projections. Impairment of assets is a key audit matter considering the significance of the carrying value, estimations and the significant judgements involved in the impairment assessment.	Principal Audit Procedures • Read the Company’s accounting policies with respect to impairment in accordance with Ind AS 36 “Impairment of assets”; • Performed test of controls over key financial controls related to accounting, valuation and recoverability of assets through inspection of evidence; • Performed substantive audit procedures including: o Obtaining the management’s impairment assessment; o Evaluating the key assumptions; o Obtaining and evaluating the sensitivity analysis; • Assessed the disclosures in accordance with the requirements of Ind AS 36 “Impairment of assets”.
Provisions and Contingencies related to matters under litigations including regulatory matters The Company has recognised provisions for probable outflows relating to legal, tax and regulatory matters and have disclosed contingencies for legal, tax and regulatory matters where the obligations are considered possible. The Co mp any in co ns ul tat io n with the legal, tax and other advisers assess a likelihood that a pending matter relating to tax, legal or regulatory will succeed. In performing this assessment, the Company applies judgement and has recognised provisions based on whether additional amounts will be payable and has disclosed contingent liabilities where economic outflows are considered possible.	Principal Audit Procedures • We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to: o identification, evaluation, recognition of provisions, disclosure of contingencies for matters under review or appeal with relevant adjudicating authorities by considering the assumptions and information used by management in performing this assessment; o completeness and accuracy of the underlying data / information used in the assessment.

Key Audit Matter	How our audit addressed the matter
We have considered the	• For tax matters, with the
provisions recorded and the	help of our tax specialist, we
contingencies relating to tax, legal	evaluated the reasonableness
and regulatory matters as a key	of the management’s positions
audit matter as there is significant	by considering tax regulations
judgement to determine the	and past decisions from tax
possible outcome of matters	authorities, new information
under dispute and determining	and opinions obtained by the
the amounts involved, which may	Company from its external tax
vary depending on the outcome of	advisors, where applicable.
the matters.	• For regulatory matters, we evaluated the reasonableness of the management’s positions by considering relevant assessment orders, court judgements, statutes, interpretations and amendments, circulars and external legal opinion obtained by the Company, where applicable. • We also evaluated the disclosures provided in the notes to the standalone financial statements concerning these matters.

Information other than the Standalone Financial Statements and Auditor’s

Report thereon

8. The Company’s Board of Directors is responsible for the preparation of
the other information. The other information comprises the information
included in the Annual Report, but does not include the standalone
financial statements and our auditor’s report thereon. The other
information as stated above is expected to be made available to us after the
date of this auditor’s report.

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

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

11. When we read the other information as stated above and if we conclude that
there is a material misstatement therein, we are required to communicate
the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the

Standalone Financial Statements

12. The Company’s Board of Directors is responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, changes
in equity and cash flows of the Company in accordance with the Indian
Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and
other accounting principles generally accepted in India. 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 standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

14. The Board of Directors is also responsible for overseeing the Company’s
financial reporting process.

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

15. 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 Standards on Auditing will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of
these standalone financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to these standalone
financial statements in place and the operating effectiveness of such
controls;

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

• Conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the
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;

17. 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.

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

19. 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 regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

20. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’)
issued by the Central Government of India in terms of section 143(11) of
the Act, we give in the Annexure A, a statement on the matters specified in
paragraphs 3 and 4 of the Order.

21. As required by section 143(3) of the Act, based on our audit, we report, to
the extent applicable, that:

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

b) In our opinion, proper books of account as required by law relating
to preparation of the aforesaid standalone financial statements have
been kept by the Company so far as it appears from our examination
of those books except for the matters stated in paragraph 21(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

c) the Standalone Balance Sheet, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone Statement of
Cash Flows dealt with by this report are in agreement with the books
of account;

d) in our opinion, the aforesaid standalone financial statements comply
with the Indian Accounting Standards prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended;

e) On the basis of the written representations received from the directors
and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being appointed as a director
in terms of section 164(2) of the Act;

f) The reservations relating to the maintenance of accounts and other
matters connected therewith are as stated in paragraph 21(b) above on
reporting under Section 143(3)(b) of the Act and paragraph 21(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

g) With respect to the adequacy of the internal financial controls with
reference to these standalone financial statements and the operating
effectiveness of such controls, refer to our separate Report in
“Annexure B”.

h) With respect to the other matters to be included in the Auditor’s
Report in accordance with the requirements of section 197(16) of the
Act, as amended:

In our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid by the Company
to its directors during the year is in accordance with the provisions of
section 197 of the Act.

i) 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 (as amended), 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 as at March 31, 2025 in Note 36 to the
standalone financial statements;

ii. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses as at March 31, 2025;

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

iv. (a) The Management has represented that, to the best of its

knowledge and belief, no funds (which are material either
individually or in the aggregate) 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 or entity, including
foreign entity (“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;

(b) The Management has represented, that, to the best of
its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been received
by the Company from any person or entity, including
foreign entity (“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;

(c) Based on the audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule
11(e), as provided under (a) and (b) above, contain any
material misstatement.

v. The dividend declared or paid by the Company during the year
is in accordance with Section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the
Company has used 02 accounting software (SAP and BiAS)
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 transactions recorded in
these software except that in case of SAP, the audit trail feature
was not enabled for direct changes to data in certain database
tables during the period from April 01 2024 to December 16,

2024 and in case of BiAS, the audit trail feature was not enabled
at the database level to log any direct data changes.

Further, during the course of our audit, we did not come across
any instance of audit trail feature being tampered with.

Additionally, the audit trail of relevant previous year has been
preserved by the Co mpanyas per the statutory requirements for
record retention, to the extent it was enabled and recorded in
the previous year.

For T R Chadha & Co LLP

Chartered Accountants
Firm’s Registration No. 006711N/N500028

Hitesh Garg

Partner

Place: Noida Membership No. 502955

Date: May 26, 2025 UDIN: 25502955BMLWOF8360

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Mar 31, 2024

1. We have audited the accompanying standalone financial statements of PTC India Limited (‘the Company’), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

2. 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 Companies Act, 2013, as amended (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

4. We draw your attention to Note 50(j) to the Standalone Financial Statements which states that, the Company has a material subsidiary PTC India Financial Services Limited (PFSL) in which the Company has total investment of '' 754.77 Crores. The Statutory Auditor of PFSL has issued qualified opinion on 03 matters which are fully described in Note 50(k)(i), (ii) & (iv) to the Standalone Financial Statements and are mainly related with payment/reimbursement of personal expenses of '' 0.497 Crores, strengthening of internal control system, Corporate Governance related issues and matters related with resignation of independent directors in previous years. As per the Statutory Auditor of PFSL, the impact of these matters on PFSL, is presently unascertainable.

5. We draw your attention to Note 50(l)(i) to the Standalone Financial Statements regarding resignation of three independent directors of the Company w.e.f. December 05, 2022 and resignation of one independent director w.e.f. December 06, 2022 wherein they have raised issues related to corporate governance and compliance, divergent views of Board members and non-implementation of recommendations in respect of Risk Management Committee (RMC) report of the Company, calling meetings at short notice and few other matters as detailed in their respective resignation letters filed by the Company with the stock exchanges.

The Board of the Company has noted these resignation letters and the management’s replies thereon in its meetings dated December 6, 2022 and December 7, 2022. Further, the Company has rebutted these claims and has submitted the clarifications on the issues raised by these independent directors to the stock exchanges on December 8, 2022.

6. We draw your attention to Note 50(l)(ii) to the Standalone Financial Statements which states that, the Company has received emails dated June 22, 2023 and July 10, 2023 from SEBI asking data/information from the Company regarding certain matters, mainly related with the process of the appointment of its Chairman & Managing Director (CMD) and matters mentioned in Note 50(l)(i) of the Standalone Financial Statements. The Board constituted a Sub-Committee of the directors on June 30, 2023 to look into the matters relating to the communication received from SEBI on June 22, 2023 and related aspects and to suggest further course of action.

In respect of SEBI’s email dated June 22, 2023, the Company had submitted an interim reply to SEBI on June 27,2023. Thereafter, the Board, in its meeting dated August 12, 2023, had approved the final response to be submitted to SEBI which has been submitted by the Company to SEBI on November 9, 2023.

Further, in respect of SEBI’s email dated July 10, 2023, the Company has submitted interim reply to SEBI on July 14, 2023. Thereafter, the Board, in its meeting dated January 17, 2024, had approved the final response to be submitted to SEBI, which was submitted to SEBI on January 24, 2024.

There is no further communication in this regard.

7. We draw your attention to Note 5A to the Standalone Financial Statements which states that, the Shareholders of the Company, at their meeting held on March 28, 2024, have approved the disinvestment by way of sale, transfer or otherwise dispose off, its entire shareholding in the wholly owned subsidiary viz. PTC Energy Limited (PEL) to Oil and Natural Gas Corporation (ONGC) or its associate companies, not being a related party, subject to regulatory approvals and such other consents, approvals, permissions, fulfilment of conditions precedent to the transaction and sanctions as may be necessary at a value of '' 925 Crores (Enterprise Value of '' 2,021 Crores, i.e. sum of outstanding debt and equity value), subject to adjustments in the abovementioned bid value on the date of closure of transaction as per the bid format.

The Management of the Company has assessed the conditions prescribed by Ind AS 105 “Non-Current Assets Held for Sale and Discontinued Operations” for classification of investment as “assets held for sale”. Accordingly, the investment in PEL has been classified as “assets held for sale” in the Standalone Financial Statements of the Company.

8. We draw your attention to Note 6(a) to the Standalone Financial Statements which states that, the Company has investment in the equity shares ( 5.62 %) of Sikkim Urja Limited (Formerly known as Teesta Urja Limited) (SUL). SUL owns a Hydro Electric Project of 1,200 MW capacity in the state of Sikkim. On October 4, 2023, flash flood in Sikkim arising out of a cloud burst, which has been declared as a disaster by Government of Sikkim under the Disaster Management Act 2005 vide Notification No. 399/ LR&DMD/GoS dated October 4, 2023, caused extensive damage to the abovementioned project.

Based on the available information and best estimation of the management, the Company has measured the fair value of its investment in SUL amounting to '' 99.03 Crores as on March 31, 2024. Accordingly, the carrying value of its investment in SUL, in the Standalone Financial Statements of the Company has reduced to '' 99.03 Crores as on March 31, 2024 from '' 221.10 Crores as on March 31, 2023 and the resultant impact of '' 122.08 Crores has been accounted for in Other Comprehensive

Income during the year ended March 31, 2024- Since the present situation is dynamic in nature, valuation shall be reviewed on quarterly basis as more definitive information is available with the Company from time to time.

9- We draw your attention to Note 35 to the Standalone Financial Statements which states that, the Company had filed an appeal with the Hon’ble Supreme Court in 2014 against the Hon’ble APTEL’s Order dated April 4, 2013, which required the Company to pay the compensation (along with simple interest @ 6% p.a.) to the power supplier due to the non-offtake of power by the Company as per the “Take or Pay” clause of the arrangement. As per the Court’s directions, the Company deposited '' 20.85 Crores (50% of the compensation) with the supplier in April 2013. The Hon’ble Supreme Court vide order dated October 27, 2014 admitted the case and directed the parties to maintain status quo. As per the legal opinion obtained, the Company has a good case. Considering there is no movement in the matter and the last hearing in the Hon’ble Supreme Court was taken place in April 2016, as an abundant caution, during the year ended March 31, 2024, the Company has created a provision of '' 20.48 Crores against the amount deposited with the supplier and disclosed the same as an exceptional item in the Standalone Financial Statements of the Company.

10. We draw your attention to Note 50(l)(iii) to the Standalone Financial Statements which states that, the composition of Board of the Company was not in accordance with the requirement of SEBI (LODR), 2015 in terms of minimum number of independent directors from April 01, 2023 to April 12, 2023 and January 18, 2024 to May 5, 2024. The Company has appointed required independent director on May 6, 2024 and its Board Composition is in compliance with SEBI (LODR), 2015 w.e.f. May 06, 2024.

11. We draw your attention to Note 50(l)(iv) to the Standalone Financial Statements which states that, based on a review of legal expenses incurred by the Company, the Audit Committee in its meeting dated June 06, 2024 has recommended that an expert agency shall examine the services provided by an advocate in respect of which the Company had incurred expenses of '' 0.55 Crores (excluding GST) and ascertain as to whether these services were provided for the purposes of the Company. The expert agency shall submit its report to the Audit Committee by June 17, 2024.

Our opinion on standalone financial statements of the company is not modified in respect of matters mentioned in paras 4 to 11 above.

Key Audit Matters

12. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our audit addressed the matter
Reconciliation and Impairment of Trade Receivables The reconciliation and recoverability of trade receivables and the level of provisions for doubtful trade receivable involves significant judgements by the management due to customer specific contractual arrangements.	Principal Audit Procedures In order to assess the recoverability and impairment of trade receivables, we performed following procedures: • We evaluated the Company’s credit control procedures and assessed and validated the ageing profile of trade receivables.

Key Audit Matter	How our audit addressed the matter
Further, the Company determines	• We assessed recoverability on
the allowance for credit losses	a sample basis by reference
based on historical loss experience	to cash received subsequent
adjusted to reflect current and	to year-end, agreement to the
estimated future economic	terms of the contract in place.
conditions, customer specific	• We reviewed the system of
contractual arrangements and	reconciliation followed by the
corresponding amount payable	management with the State
to generator viz a viz amount	Electricity Utilities. Such
recoverable from the parties. The	reconciliation statements are
Company also considers current	signed by the company and
and anticipated future economic	utilities from time to time
conditions relating to industry the Company deals with. In	during every year.
calculating expected credit loss,	Where there were indicators that
the Company also considers the	trade receivables were unlikely to be
probability of default in future.	collected within contractual payment terms, we assessed the adequacy of the allowance for impairment of trade receivables. To do this: • We assessed the ageing of trade receivables, dispute with customers, the past payment and credit history of the customer. • We evaluated evidence from the legal and external experts’ reports on contentious matters. • We assessed the profile of trade receivables and the economic environment applicable to these customers. • We considered the historical accuracy of forecasting the allowance for impairment of trade receivables.
Impairment of Investments	Principal Audit Procedures
At the end of every reporting	• Read the Company’s
period, the Company assesses	accounting policies with respect
whether there is any indication	to impairment in accordance
that an asset or cash generating	with Ind AS 36 “Impairment of
unit (CGU) may be impaired.	assets”;
If any such indication exists,	• Performed test of controls over
the Company estimates the	key financial controls related
recoverable amount of the asset	to accounting, valuation and
or CGU.	recoverability of assets through
The determination of recoverable	inspection of evidence;
amount, being the higher of fair	• Performed substantive audit
value less costs to sell and value-inuse involves significant estimates,	procedures including:
assumptions and judgements	o Obtaining the
of the long-term financial	management’s
projections.	impairment assessment;
Impairment of assets is a key	o Evaluating the key
audit matter considering the	assumptions;
significance of the carrying value,	o Obtaining and evaluating
estimations and the significant	the sensitivity analysis;
judgements involved in the	• Assessing the disclosures
impairment assessment.	in accordance with the requirements of Ind AS 36 “Impairment of assets”.

Key Audit Matter	How our audit addressed the matter
Provisions and Contingencies	Principal Audit Procedures
related to matters under	We	obtained an understanding,
litigations including regulatory	evaluated the design and tested the
matters	operating effectiveness of internal
The Company has recognised	controls relating to:
provisions for probable outflows	(1)	identification, evaluation,
relating to legal, tax and regulatory		recognition of provisions,
matters and have disclosed		disclosure of contingencies for
contingencies for legal, tax		matters under review or appeal
and regulatory matters where		with relevant adjudicating
the obligations are considered		authorities by considering the
possible.		assumptions and information
The Company in consultation		used by management in
with the legal, tax and other		performing this assessment;
advisers assess a likelihood that	(2)	completeness and accuracy
a pending matter relating to tax,
legal or regulatory will succeed. In		information used in the
performing this assessment, the		assessment. For tax matters,
Company applies judgement and		with the help of our tax
has recognised provisions based		specialist, we evaluated
on whether additional amounts		the reasonableness of the
will be payable and has disclosed		management’s positions by
contingent liabilities where		considering tax regulations
economic outflows are considered		and past decisions from tax
possible.		authorities, new information
We have considered the		and opinions obtained by the
provisions recorded and the		Company from its external
contingencies relating to tax, legal		tax advisors, where applicable.
and regulatory matters as a key		For regulatory matters, we
audit matter as there is significant		evaluated the reasonableness of
judgement to determine the		the management’s positions by
possible outcome of matters		considering relevant assessment
under dispute and determining		orders, court judgements,
the amounts involved, which may		statutes, interpretations and
vary depending on the outcome of		amendments, circulars and
the matters.		external legal opinion obtained by the Company, where applicable. We also evaluated the disclosures provided in the notes to the standalone financial statements concerning these matters.

Information other than the Standalone Financial Statements and Auditor’s

Report thereon

13. The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The other information as stated above is expected to be made available to us after the date of this auditor’s report.

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

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

16. When we read the other information as stated above and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the

Standalone Financial Statements

17. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

19. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

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

20. 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to these standalone financial statements in place and the operating effectiveness of such controls;

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

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

22. 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.

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

24. 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 regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

25. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

26. As required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

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

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 26(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) the Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements 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 the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 as at March 31, 2024 in Note 36 to the standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2024;

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

iv. (a) The Management has represented that, to the best of its

knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity (“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;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing

has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid by the Company during the year is in accordance with Section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the company has used accounting software for maintaining its books of account for the year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software except that the audit trail feature was not enabled at the database level to log any direct data changes.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

For T R Chadha & Co LLP

Chartered Accountants Firm’s Registration No. 006711N/N500028

Hitesh Garg

Partner

Place: Noida Membership No. 502955

Date: June 26, 2024 UDIN: 24502955BKEHXA7235

---

Mar 31, 2023

PTC India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of PTC India Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31^st March 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

2. 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 Companies Act, 2013, as amended (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

4. We draw your attention to Note 50(k)(i) to the Standalone Financial Statements which states that, on 19^th January 2022, three independent directors of PTC India Financial Services Limited (“PFS”), a subsidiary of the Company, had resigned, mentioning lapses in corporate governance and compliance. To address the issues raised by independent directors who had resigned, on 4^th November 2022, the Forensic auditor appointed by PFS, submitted its forensic audit report (FAR). PFS engaged a reputed professional services firm to independently review its management’s response submitted in FAR and documents supporting such response and commenting on such observations, including financial implications and any indication towards suspected fraud. PFS management’s responses and remarks of professional services firm, together with the report of the forensic auditor, had been presented by the PFS’ management to its Board in its meetings held on 7^th November 2022 and 13^th November 2022 and the PFS’ Board observed that forensic auditor has not identified any event having material impact on the financials of PFS and has not identified any instance of fraud and/ or diversion of funds by PFS. Presently, communications /correspondences are going on with SEBI, Stock exchanges, RBI and ROC on the matters stated in resignation letters referred above and/or the Forensic audit report. Pursuant to the direction of RBI vide its letter dated 6^th January 2023, Board of directors of PFS in its meeting held on 3^rd February 2023 has revisited the findings of the FAR

and again took on record that the forensic auditor had not identified any event having material impact on the financials of PFS and also have not identified any instances of fraud and diversion of funds by PFS and/or by its employees. Registrar of Companies, Ministry of Corporate Affairs, NCT of Delhi & Haryana (ROC) has issued four show-cause notices (SCNs) dated 14 ^th February 2023 and 16 ^th February 2023 to PFS and its KMPs for non-compliances of the provisions of Section 149(8), 177(4)(v) & (vii) and 178 of the Companies Act, 2013 and PFS has submitted its replies on 14^th & 17^th March 2023 and 24^th April 2023 denying the non-compliances mentioned in above SCNs and has prayed to the ROC for withdrawal of these SCNs which is pending. The management of PFS believes that there will be no material financial impact of the same on the state of affairs of

PFS.

5. We draw your attention to Note 50(k)(ii) to the Standalone Financial Statements regarding resignation of two independent directors of PFS w.e.f. 2^nd December 2022 mentioning various concerns which includes the matters raised by the earlier independent directors of PFS who have resigned on 19^th January 2022, concerns related to conduct and outcome of forensic audit, divergent views of the directors and management on the outcome of forensic audit report, meetings called at short notice/ without adequate notice, violation of SEBI directive regarding change in Board composition, submission of proposal for grant of facilities to the Business Committee/ Board during the period after April 2022 which were not in compliance with the extant policy laid down by the Board and certain other matters as detailed in their resignation letters filed by PFS with the stock exchanges. PFS has rebutted these claims and submitted its reply with the stock exchanges and Reserve Bank of India and in this regard, presently, communications/ correspondences are going on and PFS’ management believes that there will be no material financial impact of the same on the state of affairs of PFS.

6. We draw your attention to Note 50(k)(iii) to the Standalone Financial Statements which states that the certain pending minutes of meetings of Audit Committee and IT Strategy Committee of PFS held since 8^th April 2022 till 14^th November 2022 have been finalized, basis recordings/ videos of such meeting and in this regard, a certificate from an external legal expert has been taken on record. Further, these minutes have been signed by the current chairman(s) of the respective committees of PFS. The management of PFS believes that the relevant provisions of Companies Act 2013 have been complied with and there will be no material financial impact on the state of affairs of PFS.

7. We draw your attention to Note 50(l)(i) to the Standalone Financial Statements regarding resignation of three independent directors of the Company w.e.f. 5^th December 2022 and resignation of one independent director w.e.f. 6^th December 2022 wherein they have raised issues related to corporate governance and compliance, divergent views of Board members and non-implementation of recommendations in respect of RMC report of the Company, calling meetings at short notice and certain other matters as detailed in their resignation letters filed by the Company with the stock exchanges.

The Board of the Company has noted these resignation letters and the management’s replies thereon in its meetings dated 6th December and 7^th December 2022. Further, the Company has rebutted these claims and has submitted the clarifications on the issues raised by these independent directors to the stock exchanges on 8^th December 2022. The Company has not received any further communication in this regard.

8. We draw your attention to Note 50(l)(ii) to the Standalone Financial Statements which states that due to the resignation of four independent directors of the company, the composition of Board of the Company was not in accordance with the requirements of the Regulations in terms of minimum number of independent directors. The Company has appointed

requisite number of independent directors by 13^th April 2023 and hence, its Board composition is now in compliance with the Regulations.

9. We draw your attention to Note 50(k)(iv) to the Standalone financial Statements regarding the Show Cause Notice (SCN) dated 8^th May 2023 sent by Securities and Exchange Board of India (SEBI) to the Managing Director and Chief Executive Officer (MD & CEO) and Non-Executive Chairman of PFS, on matters of Corporate Governance issues raised by Independent Directors of PFS, who resigned on 19^th January 2022 and 2^nd December 2022, as detailed in Note 50(k)(i) and Note 50(k)(ii), under Sections 11(1), 11(4), 11(4A), 11B(l) and 11B(2) read with section 15HB of the SEBI, 1992 read with SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. In this regard, the Audit Committee and the Board of Directors of PFS have noted and taken on record that the above stated SCN, which have been issued by SEBI to the MD & CEO and the Non-Executive Chairman of PFS, is in their individual name/capacity (addressed to). Presently, as informed, MD & CEO and the Non-Executive Chairman both are in the process of preparing replies (also in process of compiling all required data/ records/information/details). PFS believes that the issues raised in SCN will be resolved on submission of detailed evidence/ information/ replies/details by the MD & CEO and the NonExecutive Chairman and there will be no financial implications/ impact on this account on the state of affairs of PFS and the same has been noted and taken on record by the Audit Committee and Board of Directors of PFS in their respective meetings held on 18^th May 2023.

10. Our opinion on standalone financial statements of the company is not modified in respect of matters mentioned in paras 4 to 9 above.

Key Audit Matters

11. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31^st March 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the matter

Further, the Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions, customer specific contractual arrangements and corresponding amount payable to generator viz a viz amount recoverable from the parties. The Company also considers current and anticipated future economic conditions relating to industry the Company deals with. In calculating expected credit loss, the Company also considers the probability of default in future and estimates of possible effect from the pandemic relating to Covid-19.

• We reviewed the system of reconciliation followed by the management with the State Electricity Utilities. Such reconciliation statements are signed by the company and utilities from time to time during every year. Where there were indicators that trade receivables were unlikely to be collected within contractual payment terms, we assessed the adequacy of the allowance for impairment of trade receivables. To do this: • We assessed the ageing of trade receivables, dispute with customers, the past payment and credit history of the customer. • We evaluated evidence from the legal and external experts’ reports on contentious matters. • We assessed the profile of trade receivables and the economic environment applicable to these customers. • We considered the historical accuracy of forecasting the allowance for impairment of trade receivables.

Information other than the Standalone Financial Statements and Auditor’s

Report thereon

12. The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The other information as stated above is expected to be made available to us after the date of this auditor’s report.

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

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

15. When we read the other information as stated above and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the

Standalone Financial Statements

16. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and

Key Audit Matter

How our audit addressed the matter

Reconciliation and Impairment of Trade Receivables and Assessment of reasonable certainty regarding surcharge income/expenses, The reconciliation and recoverability of trade receivables, the level of provisions for doubtful trade receivable and the assessment of reasonable certainty regarding surcharge income/expenses involves significant judgements by the management due to customer specific contractual arrangements. The Company determines the reasonable certainty regarding recoverability of surcharge income and corresponding expenses based on historical experience, reconciliation and confirmation of the surcharge income from the parties.

Principal Audit Procedures In order to assess the recoverability and impairment of trade receivables and testing of management estimates regarding reasonable certainty for surcharge income/expenses, we performed following procedures: • We evaluated the Company’s credit control procedures and assessed and validated the ageing profile of trade receivables. • We assessed the pending surcharge income recoverable and corresponding amount payable, ageing and past trend of the recoveries against surcharge by the parties and the status of reconciliation with the parties. • We assessed recoverability on a sample basis by reference to cash received subsequent to year-end, agreement to the terms of the contract in place.

other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

18. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

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

19. 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to these standalone financial statements in place and the operating effectiveness of such controls;

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

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

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

• Evaluate the overall presentation, structure and content of the 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;

21. 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.

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

23. 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 regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

24. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

25. As required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements 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 the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 as at 31^st March 2023 in Note 12 (b) and Note 36 to the standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 2023;

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

iv. (a) The Management has represented that, to the best of its

knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity (“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;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid by the Company during the year is in accordance with Section 123 of the Companies Act, 2013.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable with effect from 1^st April 2023 to the Company and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31^st March 2023.

For T R Chadha & Co LLP

Chartered Accountants Firm’s Registration No. 006711N/N500028

Hitesh Garg

Partner

Place: Noida Membership No. 502955

Date: 27^th May 2023 UDIN: 23502955BGQPYK2907

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Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of PTC India Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31^st March 2022, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

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 Companies Act, 2013, as amended (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

We draw your attention to Note 50 (k) to the standalone financial statements of the company for the year ended 31^st March 2022 regarding resignation of three Independent Directors (ID) of PTC India Financial Services Limited (PFS, Subsidiary of PTC India Limited) on 19^th January 2022 mentioning lapses in governance and compliance, SEBI’s direction to the Company to examine the allegations and come-up with its conclusion and review of report of Risk Management Committee (RMC) by the Board of Directors.

We also draw your attention to Note 50 (l) to the standalone financial statements of the company for the year ended 31^st March 2022 mentioning that Regulation 33(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 requires that if a listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results to stock exchanges. PTC India Financial Services Limited (PFS) vide its letter dated May 30, 2022 informed the stock exchanges that it shall publish the financial results for the quarter and financial year ended 31 March, 2022 on completion of the forensic audit at the earliest. Therefore, the Company could not prepare the annual consolidated financial results due to non-availability of annual audited financial results of PFS. As the completion of audit of PFS may take time, the Company is publishing and submitting to stock exchanges its annual standalone financial results and to ensure complete compliance of Regulation 33(3) SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, it would publish and submit to stock exchanges its annual consolidated financial results after the financial results of PFS is received.

Our opinion on standalone financial statements of the company is not modified in respect of abovementioned matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31^st March 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the matter

Reconciliation and Impairment of Trade Receivables and Assessment of reasonable certainty regarding surcharge income/expenses The reconciliation and recoverability of trade receivables, the level of provisions for doubtful trade receivable and the assessment of reasonable certainty regarding surcharge income/expenses involves significant judgements by the management due to customer specific contractual arrangements. The Company determines the reasonable certainty regarding recoverability of surcharge income and corresponding expenses based on historical experience, reconciliation and confirmation of the surcharge income from the parties. Further, the Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions, customer specific contractual arrangements and corresponding amount payable to generator viz a viz amount recoverable from the parties. The Company also considers current and anticipated future economic conditions relating to industry the Company deals with. In calculating expected credit loss, the Company also considers the probability of default in future and estimates of possible effect from the pandemic relating to Covid-19.

Principal Audit Procedures In order to assess the recoverability and impairment of trade receivables and testing of management estimates regarding reasonable certainty for surcharge income/expenses, we performed following procedures: • We evaluated the Co mpany’s credit control procedures and assessed and validated the ageing profile of trade receivables. • We assessed the pending surcharge income recoverable and corresponding amount payable, ageing and past trend of the recoveries against surcharge by the parties and the status of reconciliation with the parties. • We assessed recoverability on a sample basis by reference to cash received subsequent to year-end, agreement to the terms of the contract in place. • We reviewed the system of reconciliation followed by the management with the State Electricity Utilities. Such reconciliation statements are signed by the company and utilities from time to time during every year. Where there were indicators that trade receivables were unlikely to be collected within contractual payment terms, we assessed the adequacy of the allowance for impairment of trade receivables. To do this: • We assessed the ageing of trade receivables, dispute with customers, the past payment and credit history of the customer. • We evaluated evidence from the legal and external experts’ reports on contentious matters.

Key Audit Matter	How our audit addressed the matter
	• We assessed the profile of trade receivables and the economic environment applicable to these customers. • We considered the historical accuracy of forecasting the allowance for impairment of trade receivables.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The other information as stated above is expected to be made available to us after the date of this auditor’s report.

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

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

When we read the other information as stated above and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to these standalone financial statements in place and the operating effectiveness of such controls;

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the 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 charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The standalone financial statements of the Company for the year ended 31^st March 2021 were audited by another auditor whose report dated 24^th June 2021 expressed an unmodified opinion on those standalone financial statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

As required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements 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 the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 as at 31^st March 2022 in Note 12 (b) and Note 36 to the standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 2022;

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

iv. (a) The Management has represented that, to the best of its knowledge

and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity (“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;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid by the Company during the year is in accordance with Section 123 of the Companies Act, 2013.

For T R Chadha & Co LLP

Chartered Accountants Firm’s Registration No. 006711N/N500028

Hitesh Garg

Place : New Delhi Partner

Date : July 05, 2022 Membership No. 502955

UDIN: 22502955AMHFWR6130

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of PTC INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Ind AS financial statements’).

Management’s Responsibility for the Standalone Ind AS financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. 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 Ind AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid Standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its Profit (financial performance including other comprehensive income), its Cash Flow and the changes in equity 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 subsection (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer Note 35 to the standalone Ind AS financial statements;

ii. The company has long term contracts as at 31st March, 2018 for which there were no material foreseeable losses. As informed to us that the company did not have any derivative contracts.

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

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone Ind AS financial statements of the Company for the year ended March 31, 2018:

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

b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us during the course of audit, the title deeds of immovable properties are held in the name of the company.

(ii) The Company is in the business of power. Accordingly it does not hold any physical inventories. Thus, paragraph 3(ii) of the order is not applicable to the company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us during the course of audit, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investment of the company. Further, the company has not granted any loans and has not given any guarantees and security under the provision of section 185 of the companies Act, 2013; thereby the provision of the said section is not applicable to the company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, the provision of clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

(vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise,Value added Tax,Goods & Service Tax, Cess and any other statutory dues with the appropriate authorities and there were no outstanding at March 31, 2018 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax,Goods & Service Tax and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute	Nature of Dues	Period to which the Amount Relates	Amount Involved (Rs. in Crore)	Forum where Dispute is Pending
Income Tax Act, 1961	Income Tax	AY 2008-09	0.95	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2009-10	1.47	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2009-10	1.47	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2010-11	1.53	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2010-11	1.48	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2011-12	10.38	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2011-12	0.01	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	AY 2012-13	65.12	ITAT Delhi
Customs Act, 1962	Custom Duty	AY 2012-13	17.16	CESTAT, Bangalore
Income Tax Act, 1961	Income Tax	AY 2013-14	99.12	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2014-15	45.63	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2015-16	66.84	Commissioner of Income Tax (Appeal)

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

(ix) According to the information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company.

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

(xi) In our opinion and according to the information and explanations given to us during the course of audit, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us during the course of audit, the company is not a Nidhi Company. Therefore, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiii) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that transactions with the related parties are in compliance with sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us by the management and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.

(xv) In our opinion and according to the information and explanations given to us during the course of audit, we state that the Company has not entered into non-cash transaction with directors or persons connected with him.

Therefore clause 3(xv) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

(xvi) 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.

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 PTC INDIA LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10)of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 K.G. Somani & Co.

Chartered Accountants

Firm Registration No: 06591N

(CA Bhuvnesh Maheshwari)

Place: New Delhi Partner

Date: 16th May 2018 Membership No: 088155

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Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of PTC INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Ind AS financial statements’).

Management’s Responsibility for the Standalone Ind AS financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. 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 Ind AS financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2017, and its Profit (financial performance including other comprehensive income), its Cash Flow and the changes in equity 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 subsection (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer Note 11(b) and note no. 36 to the standalone Ind AS financial statements;

ii. The company has long term contracts as at 31st March, 2017 for which there were no material foreseeable losses. As informed to us that the company did not have any derivative contracts.

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

iv. We have been informed that the company had not held or dealt in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016. Refer Note 50 to the standalone Ind AS financial statements.

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone Ind AS financial statements of the Company for the year ended March 31, 2017:

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

b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us during the course of audit, the title deeds of immovable properties are held in the name of the company.

(ii) The Company is in the business of power. Accordingly it does not hold any physical inventories. Thus, paragraph 3(ii) of the order is not applicable to the company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us during the course of audit, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investment of the company. Further, the company has not granted any loans and has not given any guarantees and security under the provision of section 185 of the companies Act, 2013; thereby the provision of the said section is not applicable to the company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, the provision of clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

(vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities and there were no outstanding at March 31, 2017 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute	Nature of Dues	Period to which the Amount Relates	Amount Involved (Rs.in Crore)	Forum where Dispute is Pending
Income Tax Act, 1961	Income Tax	AY 2008-09	0.95	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2009-10	1.47	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2010-11	1.53	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2011-12	10.38	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2011-12	0.01	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	AY 2012-13	65.12	ITAT Delhi
Customs Act, 1962	Custom Duty	AY 2012-13	17.16	CESTAT, Bangalore
Income Tax Act, 1961	Income Tax	AY 2013-14	99.12	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2014-15	45.63	Commissioner of Income Tax (Appeal)

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

(ix) According to the information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company.

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

(xi) In our opinion and according to the information and explanations given to us during the course of audit, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us during the course of audit, the company is not a Nidhi Company. Therefore, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiii) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that transactions with the related parties are in compliance with sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us by the management and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year

(xv) In our opinion and according to the information and explanations given to us during the course of audit, we state that the Company has not entered into non-cash transaction with directors or persons connected with him. Therefore clause 3(xv) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

(xvi) 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.

For K. G. Somani & Co.

Chartered Accountants

Firm Registration No: 06591N

(Bhuvnesh Maheshwari)

Place: New Delhi Partner

Date: 27^th May 2017 Membership No: 088155

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Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

To The Members of PTC India Limited Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of PTC INDIA LIMITED (“the Company”), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule7 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 audit opinion on the Standalone financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profit and its Cash Flow 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”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable-

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

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

(b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 written representations received from the directors as on March 31,2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act-

(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 14(c) and note no. 27(c) to the financial statements;

ii- The company has long term contracts as at 31st March, 2016 for which there were no material foreseeable losses. As informed to us that the company did not have any derivative contracts.

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

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

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

(b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

(c) In our opinion and according to the information and explanations given to us during the course of audit, the title deeds of immovable properties are held in the name of the company.

(ii) The Company is in the business of power. Accordingly it does not hold any physical inventories. Thus, paragraph 3(ii) of the order is not applicable.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us during the course of audit, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investment of the company. Further, the company has not granted any loans and has not given any guarantees and security under the provision of section 185 of the companies Act, 2013; thereby the provision of the said section is not applicable to the company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, the provision of clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

(vii) a) According to information and explanations given to us and on the basis of

our examination of the books of account and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities and there were no outstanding at March 31, 2016 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, the dues of income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute	Nature of Dues	Period to which the Amount Relates	Amount Involved (Rs, In Crores)	Forum where Dispute is Pending
Income Tax Act, 1961	Income Tax	AY 2007-08	0.01	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2007-08	0.01	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	AY 2008-09	0.95	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2009-10	1.47	ITAT Delhi
Income Tax Act, 1961	Income Tax	AY 2010-11	1.48	ITAT Delhi

Statute	Nature of Dues	Period to which the Amount Relates	Amount Involved (Rs, In Crores)	Forum where Dispute is Pending
Income Tax Act, 1961	Penalty	AY 2010-11	1.48	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	AY 2011-2012	0.05	ITAT Delhi
Income Tax Act, 1961	Penalty	AY 2011-2012	0.01	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	AY 2012-2013	0.92	ITAT Delhi
Customs Act, 1962	Custom Duty	AY 2012-2013	17.16	CESTAT, Bangalore
Income Tax Act, 1961	Income Tax	AY 2013-2014	1.4	ITAT Delhi

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

(ix) According to the information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company

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

(xi) In our opinion and according to the information and explanations given to us during the course of audit, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us during the course of audit, the company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that transactions with the related parties are in compliance with sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us by the management and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year

(xv) In our opinion and according to the information and explanations given to us during the course of audit, we state that the Company has not entered into noncash transaction with directors or persons connected with him. Therefore clause 3(xv) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

(xvi) 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.

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 PTC INDIA LIMITED (“the Company”) as of March 31, 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10)of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 in adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

For K.G. Somani & Co.

Chartered Accountants

Firm Registration No: 006591N

Sd/-

(Bhuvnesh Maheshwari)

Place: New Delhi (Partner)

Date: 18 th May 2016 Membership No.: 088155

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Mar 31, 2014

We have audited the accompanying financial statements of PTC India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2014, 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 fl ows of the Company in accordance with the Accounting Standards notifi ed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''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 suffi cient 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 31 March 2014;

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

(c) in the case of the Cash Flow Statement, of the cash fl ows 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 specifi ed in paragraphs 4 and 5 of the Order.

UDITOR''S REPORT

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 notifi ed under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable; and

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in our Report of even date on the Accounts of PTC India Limited for the year ended on 31st March 2014)

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

(b) According to the explanations given to us, all the fi xed assets have been physically verifi ed by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verifi cation as compared to book records.

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

ii. The Company is in the business of power. Accordingly it does not hold any physical inventories. Thus, paragraph 4(ii) of the order is not applicable.

iii. (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (a), (b), (c) and (d) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (e), (f) and (g) of the Companies (Auditors Report), 2003 (as amended) are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fi xed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4(vi) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax,service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute Nature Period to Amount Forum where the of Dues which the involved dispute is pending amount (Rs in relates Crores)

Income Tax Income AY 2008-09 0.95 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 1.46 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 1.47 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2010-11 1.48 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2011-12 14.34 Commissioner of Act, 1961 Tax Income Tax Appeals Customs Act Custom FY 2012-13 17.16 Office of the Deputy 1962 Duty Commissioner of Customs Nellore

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefi t fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

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

xviii. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

For K.G. Somani & Co. Chartered Accountants Firm Registration No: 006591N (Bhuvnesh Maheshwari) Place: New Delhi Partner Date: 24th May 2014 Membership No.- 088155

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of PTC India 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 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 misstatement.

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

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

Opinion

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

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

b) in the case of the Statement of Profit and Loss, of the profit 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 to the extent applicable;

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our Report of even date)

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

b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

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

ii. a) The management has conducted physical verification of inventory at the year end.

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 and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (e), (f) and (g) of the Companies (Auditors Report), 2003 (as amended) are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4 (vi) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and any other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, the dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute Nature Period to Amount Forum where the of Dues which the involved dispute is pending amount (Rs. in relates Millions)

Income Tax Income AY 2006-07 4.90 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2007-08 10.31 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2008-09 13.98 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 22.02 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2010-11 16.70 ITAT Delhi Act, 1961 Tax

Customs Act, Custom FY 2012-13 106.10 Office of the Deputy 1962 Duty Commissioner of Customs, Nellore

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefit fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

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

xviii. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

For K.G. Somani & Co.

Chartered Accountants

Firm Registration No: 006591N

(Bhuvnesh Maheshwari)

Place : New Delhi Partner

Date : 23rd May 2013 Membership No.- 088155

---

Mar 31, 2012

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

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

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the Company.

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

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

(ii) 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 such books.

(iii) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement referred to in the report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement, dealt with by this report comply with the accounting standards referred to in Section 211(3) (c) of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement read together with significant accounting policies and notes on the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

ANNEXURE TO THE (AUDITOR'S REPORT) Order, 2003 (REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF PTC INDIA LIMITED FOR THE YEAR ENDED ON 31ST MARCH 2012

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

b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

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

ii. a) The management has conducted physical verification of inventory at the year end.

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 and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (e), (f) and (g) of the Companies (as amended) are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (v) (a) and (b) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4 (vi) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, the dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

Statute Nature Period to Amount Forum where of Dues which the involved the dispute is amount (Rs. in pending relates Millions)

Income Tax Income AY 2008-09 13.98 ITAT Act, 1961 Tax

Income Tax Income AY 2009-10 24.97 Commissioner Act, 1961 Tax of Income Tax Appeals

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefit fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

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

xviii . According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

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

For K.G. SOMANI & CO.

Chartered Accountants

Firm Registration No.: 006591N

(Bhuvnesh Maheshwari) Place: New Delhi Partner

Date: 30th May 2012 M. No. 088155

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Mar 31, 2011

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

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

3. As required by the Companies (Auditors' Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we annexe hereto a statement on the matters specified paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in para graph 3 above, we report that:- 4.1 We have obtained all the information and explana tions which to the best of our knowledge and belief were necessary for the purpose of our audit.

4.2 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 such books.

4.3 The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement referred to in the report are in agreement with the books of account.

4.4 In our opinion, the Balance sheet, the Profit and Loss account and the Cash Flow Statement, dealt with by this report comply with Account- ing Standards as referred to in Section 211(3) (c) of the Companies Act, 1956.

4.5 On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

4.6 In our opinion and to the best of our information and according to explanations given to us the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement read together with significant accounting policies and notes on the accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- (i) In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2011,

(ii) In the case of Profit and Loss Account of the Profit for the year ended on that date, and

(iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE Referred to in Paragraph 3 of Our Report of Even Date

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

2. According to the explanations given to us, all the fixed assets have been verified by the management at reasonable intervals having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

3. The company has not disposed off substantial part of the fixed assets during the year.

4. The company does not have any inventory hence paragraphs 4 (ii) (a) to (c) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

5. The company has not granted any loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and hence paragraphs 4 (iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

6. The company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence paragraphs 4 (iii) (e) to (g) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purpose of purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

8. In our opinion and according to the information and explanations given to us, during the year under audit there have been no transactions which need to be entered into the register maintained under section 301 of the Companies Act , 1956.

9. In view of our comments at para 8 above paragraph 4 (v) (b) of the Companies (Auditor's Report) Order, 2003 is not applicable to it.

10. According to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

11. The company is having an internal audit system commensurate with the nature and size of its business.

12. We have broadly reviewed the records maintained by the company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

13. The company has been regular in depositing undisputed statutory dues including provident fund, income-tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues outstanding as on 31.3.11 for a period of more than six months from the date they became payable except service tax of Rs.10.76 mn (Refer Note No.33 of schedule K).

14. According to the records of the company, the dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty which have not been deposited on account of a dispute and the forum where the dispute is pending, is as under:-

S. Name of Nature of Period Amount Forum where Remark No the Statue dues to which (Rs. in dispute is amount Millions) pending relates

1 Income Income Assessment 13.98 Commissioner Not required to be Tax Tax year of Income Tax deposited as the Act, 2008-09 (Appeals) advance tax deposited 1961 is in excess for the assessment year.

15. The company has neither accumulated losses as at 31st March 2011, nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

16. According to the information and explanation given to us the company has not defaulted in repayment of dues to a bank. The company does not have any loan from any financial institution and has not issued any debentures.

17. According to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of paragraph 4 (xii) of the Companies (Auditor's Report) Order, 2003 is not applicable to it.

18. The company is not a chit fund, or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company is not dealing or trading in shares, securities and debentures 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company

20. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

21. According to information and explanations given to us, the company has not obtained any term loan from any bank/ financial institution during the year. Therefore, the provisions of paragraph (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

22. According to the information and explanations given to us and based on our examination of the books of account of the company we have not observed any instance of funds raised for short term basis which were used for long term investment.

23. According to the information and explanations given to us the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of paragraph 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

24. The Company has not issued any debentures during the year covered by our audit therefore the provisions of Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

25. As per the information and explanations given to us, the company has not raised any money by public issue during the year.

26. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For T.R.Chadha & Co.

(Firm Registration No. 006711N) Chartered Accountants

Date: August 8, 2011 (Neena Goel)

Place: New Delhi Partner

M.No. 057986

---

Mar 31, 2010

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

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

3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:- a. We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit.

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

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in the report are in agreement with the books of account.

d. In our opinion, the Balance sheet, Profit and Loss account and Cash Flow Statement, dealt with by this report comply with the Accounting Standards as referred to in Section 211(3) (c) of the Companies Act, 1956.

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to explanations given to us the Balance Sheet, Profit and Loss Account and Cash Flow Statement read together with significant accounting policies and notes on the accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE Referred to in paragraph 3 of our report of even date

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

2. According to the explanations given to us, all the fixed assets have been verified by the management during the year, which in our opinion is considered reasonable having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

3. The company has not disposed off substantial part of the fixed assets during the year.

4. The company does not have any inventory hence paragraphs 4 (ii) (a) to (c) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

5. The company has not granted any loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and hence paragraphs 4 (iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

6. The company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence paragraphs 4 (iii) (e) to (g) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purpose of purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

8. In our opinion and according to the information and explanations given to us, during the year under audit there have been no transactions which need to be entered into the register maintained under section 301 of the Companies Act , 1956.

9. In view of our comments at para 8 above paragraph 4 (v) (b) of the Companies (Auditors Report) Order, 2003 is not applicable to it.

10. According to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

11. The company is having an internal audit system commensurate with nature and size of its business.

12. We have broadly reviewed the records maintained by the company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

13. The company has been regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, cess and any other statutory dues with the appropriate authorities.

14. According to the records of the company, the dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where dispute is pending, is as under:

S. Name of Nature of Period to which

No the Statue dues amount relates

1. Income Tax Income Tax Assessment year

Act,1961 2004-05

2 Income Tax Income Tax Assessment year Act,1961 2005-06

3 Income Tax Income Tax Assessment year Act,1961 2006-07

4 Income Tax Income Tax Assessment year Act,1961 2007-08



Sr. No Name of Amount Forum where dispute

the Statue (Rs. in Millions) is pending

1. Income Tax 0.35 Assessing Officer Act, 1961

2. Income Tax 0.48 Assessing Officer Act, 1961

3. Income Tax 6.88 Commissioner of Income Act, 1961 Tax

4. Income Tax 2.10 Commissioner of Income

Act, 1961 Tax (Appeals)



15. The company has neither accumulated losses as at 31st March 2010, nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

16. According to the information and explanation given to us the company has not defaulted in repayment of dues to a bank. The company does not have any loan from any financial institution and has not issued any debentures.

17. According to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of paragraph 4 (xii) of the Companies (Auditors Report) Order, 2003 is not applicable to it.

18. The company is not a chit fund, or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The company is not dealing or trading in shares, securities and debentures except in respect of investments made under Portfolio Management Scheme as disclosed in Note 25 in Schedule K of the accounts. Since investments are made by the Portfolio Managers, the company is not maintaining separate records of the transactions and contracts. However, the Portfolio Management Scheme has been discontinued by the company during the year.

20. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

21. According to information and explanations given to us, the company has not obtained any term loan from any bank/ financial institution during the year. Therefore, the provisions of paragraph (xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

22. According to the information and explanations given to us and based on our examination of the books of account of the company we have not observed any instance of funds raised for short term basis which were used for long term investment.

23. According to the information and explanations given to us the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of paragraph 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

24. The Company has not issued any debentures during the year covered by our audit therefore the provisions of Clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

25. As per the information and explanations given to us, the company has not raised any money by public issue during the year.

26. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For T.R.Chadha & Co.

(Firm Registration No. 006711N)

Chartered Accountants

(Neena Goel) Date: August 12, 2010 Partner

Place: New Delhi M.No. 057986

---

Mar 31, 2003

We have audited the attached Balance Sheet of Power Trading Corporation of India Limited as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comment in the annexure referred to above, we report that:

1. 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;

2. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of written representations received from the directors, as on 31st Match, 2003, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 in term of clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

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

a. in the case of Balance Sheet, of the state affairs of the company as at 31st March, 2003; and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in our report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

3. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or from companies under the same management within the meaning of Section 370 (I-B) of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 or to companies under the same management as defined under Section 370 (1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under Section 301 of the Companies Act 1956, and aggregating during the period to Rs. 50,000 or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58 A of the Act or the Rules framed there under apply.

9. The companys operation did not result in any scrap or by-product.

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

11. The company is generally remitting in time provident fund dues to the parent organisations in respect of employees on deputation with the company. In respect of others, the provident fund dues are remitted in time.

12. As explained to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Custom Duty were outstanding as at 31st March, 2003, for a period of more than six months from the date they become payable.

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

14. In respect of service rendered:

a) The nature of services rendered, does not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to relative jobs.

15. The nature of goods traded by the company is such that there cannot be any damaged goods.

16. Clauses (iii), (iv), (v), (vi), (xii), (xvi) and (xx) of paragraph 4 A of the aforesaid Order were not applicable to the Company.

ANNEXURE-A TO THE DIRECTORS REPORT

COMMENTS OF THE COMPTROLLER AND COMPANYS REPLY AUDITOR GENERAL OF INDIA UNDER SECTION 619(4) OF THE COMPANIES ACT 1956 ON THE ACCOUNTS OF POWER TRADING CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2003.

Balance Sheet

Notes to the Accounts (Schedule J)

Note No. 7

Two state electricity boards while releasing payments have deducted rebates amounting to Rs. 149 lakh, which were not due to them as the payments were not made within stipulated period. Above Note stated, inter alia, that the Company has not considered the deducted amount as income due to uncertainty in realisation of the same. However, it is observed that the Company has accounted for the inadmissible rebates as income under the head electricity sales as well as expenditure under the head rebates on sale of power.

In fact, the Company should have accounted for the inadmissible rebate as claims recoverable instead of booking the same under the head expenditure and made a provision to reflect the uncertainty in realising the amount in accordance with Accounting Standard 9.

The company, as is evident from its Profit & Loss Account, maintains separate account for Sales as also Rebate Allowed on Sale of Power. The rebate is given for timely payment and as such is in the nature of "Expense" and not "Income".

In the Notes on Accounts, it was mentioned that if the rebate wrongly claimed was paid by these Electricity Boards, the same would be accounted for as and when received.

Credit for this amount through Sundry Debtors was not taken following the conservative approach of not accounting for a receipt which was yet to come especially in view of the uncertainty of such a receipt. By accounting for this amount, the profit would go up correspondingly.

The company could not have created the provision in terms of Accounting Standard 9 as the amounts did not pertain to Sales but to Rebate where "Rebate claimed and accounted for as expense" have occurred simultaneously and not subsequent to each other.

For D.C.G. & Co. Chartered Accountants

Sd/- D.C. Gupta Partner

Place: New Delhi Date : 17.4.2003

---

Mar 31, 2002

We have audited the attached Balance Sheet of Power Trading Corporation of India Limited as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comment in the annexure referred to above, we report that:

1. 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;

2. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books.

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of written representations received from the directors, as on 31st March, 2002, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 in term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a. in the case of the Balance Sheet, of the state affairs of the company as at 31st March, 2002; and

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

ANNEXURE TO THE AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

3. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 or from companies under the same management within the meaning of section 370 (I-B) of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 or to companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under section 301 of the Companies Act, 1956, and aggregating during the period to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58A of the Act or the Rules framed there under apply.

9. The companys operation did not result in any scrap or by-product.

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

11. The company is generally remitting in time provident fund dues to the parent organisations in respect of employees on deputation with the company. In respect of others, the provident fund dues are remitted in time.

12. As explained to us, no undisputed amounts payable in respect of Income Tax, Welath Tax, Sales Tax and Custom Duty were outstanding as at 31st March 2002, for a period of more than six months from the date they became payable.

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

14. In respect of services rendered:

a) The nature of services rendered does not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to relative jobs.

15. The nature of goods traded by the company is such that there can be no question of any damaged goods.

16. Clauses (iii), (iv), (v), (vi), (xii), (xvi) and (xx) of paragraph 4A of the aforesaid Order were not applicable to the Company.

For D.C.G. & CO.

Chartered Accountants

Sd/-

D.C. Gupta

Partner

Place : New Delhi Date : 22/4/2002

---

Mar 31, 2001

We have audited the attached Balance Sheet of POWER TRADING CORPORATION OF INDIA LIMITED as at 31st March 2001 and the Profit & Loss Account for the period ended on that date annexed thereto and report as under:

1. As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books.

iii. The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of accounts.

iv. In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

b. in the case of the Profit & Loss Account, of the loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (1) of Report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the Management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

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

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 or to companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under section 301 of the Companies Act, 1956, and aggregating during the period to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58A of the Act or the Rules framed thereunder apply.

9. The Company has constituted an Internal Audit Team during the year, but no formal report on the audit has been submitted.

10. All the employees working for the Company, except one, are on deputation with the Company and in respect of these employees, provident fund dues were generally being remitted in time to the parent organisation. Provident Fund and Employees State Insurance dues were not applicable to the Company during the year under report.

11. As explained to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty or excise duty were outstanding as at 31st March 2001, for a period of more than six months.

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

13. In respect of services rendered:

a) The nature of services rendered do not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to the relative jobs.

14. The nature of goods traded by the Company is such that there can be no question of any damaged goods.

15. Clauses (iii), (iv), (v), (vi), (xii), (xiv), (xvi) and (xx) of paragraph 4A of the aforesaid Order were not applicable to the Company.

Date: 28 May 2001 For K.N.GOYAL & Co.,

Chartered Accountants

Sd/-

(K.N. GOYAL) Partner