Auditor Report of Shah Construction Company Ltd.

Mar 31, 2024

We have audited the accompanying Financial Statements of Shah Construction Company
Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2024, the
Statement of Profit and Loss, including the statement of Other Comprehensive Income, the
Statement of Cash Flows and the statement of changes in Equity for the year ended on that
date, and a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as "the 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 ("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, ("Ind AS") and
other accounting principles generally accepted in India, of the state of affairs of the Company
as at 31st March, 2024, the Loss and total comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Financial Statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with
the independence requirements that are relevant to our audit of the Financial Statements
under the provisions of the Act and the Rules made there under, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the 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 Financial Statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.

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 Management Discussion and
Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report,
Corporate Governance and Shareholder''s Information, but does not include the Financial
Statements and our auditor''s report thereon.

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

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

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

Management''s Responsibility for the Financial Statements

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

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by 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
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss including the statement of Other
Comprehensive Income, the Statement of Cash Flows and the statement of changes in
Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Indian Accounting Standard) Rules, 2015, as amended.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting.

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:
The Company has not paid remuneration to its directors during the year therefore this
clause not applicable.

h) With respect to the other matters to be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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

in its Financial Statements - Refer note 29 to the Financial Statements.

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

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

iii. There was no amount which was required to be transferred to the Investor

Education and Protection Fund by the company.

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

belief, other than as disclosed in the notes to the accounts, no funds have
been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the company to or in any
other person(s) or entity(ies), including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have
been received by the company from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

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

contravention of the provisions of 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, 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 the respective
software.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued
by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure
B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Mittal & Associates
Chartered Accountants
FRN: 106456W

Hemant Bohra
Partner

Place: Mumbai M.No.165667

Date: 30th May, 2024 UDIN: 24165667BKEZEL3430

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Mar 31, 2014

We have audited the accompanying financial statements of Shah Construction Company 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 ended on that date and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to PARAGRAPH 3 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" below, 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 31stMarch 2014;

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

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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) the Balance Sheet and 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, subject to Note 26(iv) regarding valuation of Current Assets, Current Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with Accounting Standards notified under the Companies Act,1956 (the Act) read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013.

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 disqualified 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.

3. Attention is also invited to the following notes in Note "27"

a. Note No. 23 : Unascertained profit of Joint Venture.

b. Note No. 24 : Sale of land at Amboli Andheri (W)

c. Note No. 26: (iii) : Delay in realization of Foreign Assets book Value Rs. 19,16,10,755/-

d. Note No.26 (iv) : Difference in Loans, Assets & liabilities arising due to adoption of rate of exchange as on 30/06/1984.

e. Note No. 26: (v) : Old & disputed outstanding amounting to Rs.5,46,107/-(Previousyear Rs. 5,54,532/-)

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications. Fixed Assets at Foreign sites costing Rs. 7.32 crores in Iraq are not physically verifiable.

c) In our opinion, the Company has not disposed off a substantial part of Fixed assets during the year and accordingly the going concern status is not affected.

2. In respect of its inventories:

a. The Company is a Construction Company having a central stores Department in Mumbai. The Management has claimed to have conducted physically verification of stores & materials required for local jobs at reasonable intervals during accounting year. In our opinion, the frequency of verification is reasonable. The valuation of stock is fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier years.

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

c. In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories, and the discrepancies noticed on physical verification of the inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loan, secured or unsecured to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans, from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. In respect of the said loan from ten parties, the maximum amount outstanding at any time during the year is Rs. 23,19,98,656 and the year end balance is Rs. 22,45,38,417. The rate of interest and terms and conditions of the loans taken are not prejudicial to the interest of the company. The repayment of the said loans is not scheduled.

4. 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 nature of its business for the purchase of inventory and fixed assets and also for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) According to information and explanation given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register required to be maintained under referred to in section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information with the company.

6. According to information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

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

9. In respect of statutory dues:

According to the records of the company. undisputed statutory dues including Provident Fund, Investor education and protection fund, Employee''s state insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and Explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

10. The Company has got accumulated losses not less than fifty percent of its net worth. The company has incurred cash losses during the Financial Year covered by the audit and in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of dues to the financial institutions, Banks or Debenture holders.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (XIII) of para 4 of the companies (Auditor'' reports) order, 2003 are not applicable to the Company.

14. The Company has not entered into any transactions and contracts in respect of trading in securities, debentures and other investments.

15. According to the information and explanations given to us and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

17. According to the information and Explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowing and acquisition of fixed assets.

18. During the Financial Year 2013-14, the Company has not made any allotment shares.

19. The Company has not issued any debenture and hence the question of creating securities in respect of debenture does not arise.

20. The Company has not raised any monies by way of public issue during the year.

21. To the best of our knowledge and belief, and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For N. B. Purohit & Co. Place - Mumbai Chartered Accountants Date - 30th May, 2014 Firm Regn. No. 108241W

(N. B. Purohit) Proprietor M. Ship No. 31999

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Shah Construction Company Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and cash flow statement for the year ended on that date and 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 flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to PARAGRAPH 3 UNDER THE HEADING " REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS " below, 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 31stMarch 2013;

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

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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) the Balance Sheet and 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, subject to Note 26(iv) regarding valuation of Current Assets, Current Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report comply with the accounting standards refer to in section (3C) of section 211 of the Companies Act, 1956.

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

3. Attention is also invited to the following notes in Note "27"

a. Note No. 23 :Unascertained profit of Joint Venture.

b. Note No. 24(a) :Sale of land at Amboli Andheri (W)

c. Note No. 24(b) :Termination of Sale of land at

Amboli Andheri (W)

d. Note No. 26: (iii) :Delay in realization of Foreign Assets

book Value Rs. 19, 16, 10,755/=

e. Note No.26(iv) :Difference in Loans, Assets & liabilities

arising due to adoption of rate of exchange as on 30/06/1984.

f. Note No. 26: (v) : Old & disputed outstanding amounting to

Rs.5,54,532/=(Previous year Rs.5,46,107)

ANNEXURE TO INDEPENDENT AUDITORS REPORTREFERRED TO IN PARAGRAPH 1 UNDER THE HEADING " REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS " OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:- a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications. Fixed Assets at Foreign sites costing Rs. 7.32 crores in Iraq are not physically verifiable.

c) In our opinion, the Company has not disposed off a substantial part of Fixed assets during the year and accordingly the going concern status is not affected.

2. In respect of its inventories :

a. The Company is a Construction Company having a central stores Department in Mumbai. The Management has claimed to have conducted physically verification of stores & materials required for local jobs at reasonable intervals during accounting year. The valuation of stock is fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier years

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

c. In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories, and the discrepancies noticed on physical verification of the inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loan, secured or unsecured to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans, from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. In respect of the said loan from eleven parties, the maximum amount outstanding at any time during the year is Rs.28,88,00,152 and the year end balance is Rs. 21,40,58,656. The rate of interest and terms and conditions of the loans taken are not prejudicial to the interest of the company. The repayment of the said loans is not scheduled.

4. 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 nature of its business for the purchase of inventory and fixed assets and also for the sale of goods. During the course of audit, we have not observed any major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) According to information and explanation given to us, contracts or arrangements referred to in section 301 of the Companies Act. 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information with the company.

6. The Company has not accepted any deposit from the public.

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

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

9. In respect of statutory dues:

According to the records of the company. Undisputed statutory dues including Provident Fund, Investor education fund, Employee''s state insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statory dues have been generally regularly deposited with the appropriate authorities. According to the information and Explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

10. The Company has got accumulated losses not less than fifty per cent of its net worth. The company has incurred cash losses during the Financial Year covered by the audit and in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in the repayment of dues to the financial institutions, Banks or Debenture holders.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (XIII) of para 4 of the companies (Auditor'' reports) order 2003 are not applicable to the Company.

14. The Company has not entered into any transactions and contracts in respect of trading in securities, debentures and other investments.

15. According to the information and explanations given to us and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

17. According to the information and Explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowing and acquisition of fixed assets.

18. During the Financial Year 2011-12, the Company had made preferential allotment of 48,20,000 7% Cumulative Redeemable Preference Shares of Rs. 100 each at face value to Anchor Leasing Pvt. Ltd. , a company covered in the Register maintained under section 301 of the Companies Act. 1956. The price at which preferential allotment is made is not prejudicial to the interest of the company.

19. The Company has not issued any debenture and hence the question of creating securities in respect of debenture does not arise.

20. The Company has not raised any monies by way of public issue during the year.

21. To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.



For N. B. Purohit & Co.

Chartered Accountants

Firm Regn. No. 108241W



Place – Mumbai

Date – 30th May, 2013

(N. B. Purohit)

Proprietor

M.Ship No.31999

---

Mar 31, 2012

We have audited the attached Balance Sheet of Shah Construction Company Limited as on 31st March' 2012' the Statement of Profit & Loss and Cash Flow Statement of the company 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.

1) We conduct 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 check basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management' as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the Companies (Auditor's Report) Order 2003 issued by the central Government of India in terms of Section 227 (4A) of the Companies Act 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us' we give in the Annexure' hereto a statement on the matters specified in the paragraphs 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in paragraph 2 above and subject to the notes to the Balance sheet we report that :-

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

b) In our opinion' proper books of Accounts as required by law have been kept by the Company so far as appears for our examination of such books.

c) The Balance Sheet' Statement of Profit & Loss and Cash Flow Statement referred to in this report are in agreement with the books of account.

d) In our opinion' subject to Note 27(iv) regarding valuation of Current Assets ' Current Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984' the Balance Sheet' Statement of Profit & Loss and Cash Flow Statement referred to in this report comply with the accounting standards refer to in section (3C) of section 211 of the Companies Act' 1996.

e) On the basis of written representations received from the directors' and taken on record by Board of Directors' we report that none of the Directors are disqualified as on 31st March' 2012 from being appointed as directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act' 1956.

4. Attention is also invited to the following notes in Note "27"

a. Note No. 24 .Unascertained profit of Joint Venture.

b. Note No. 25(a) .Sale of land at Amboli Andheri (W)

c. Note No. 27 (Hi) -.Termination of Sale of land at

Amboli Andheri (W)

d. Note No. 27: (Hi) : Delay in realization of Foreign Assets

book ValueRs. 19'16' 10'755/=

e. Note No.27(iv) .Difference in Loans' Assets & liabilities

arising due to adoption of rate of exchange as on 30/06/1984.

f. Note No. 27: (v) Old & disputed outstanding amounting to

Rs.5'46'1077=(Previous year Rs.5'46'107)

5. In our opinion and to the best of information and according to explanations given to us' subject to para 4 above' the said accounts read together with Significant Accounting Policies and notes thereon' 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' 2012;

(ii) In the case of the Statement of Profit and Loss' of the Loss of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on the basis of available information.

b) As explained to us' the fixed assets have been physical verified by the management during the year' which in our opinion is reasonable' having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications. Fixed Assets at Foreign sites costing Rs. 7.32 crores_in Iraq are not physically verifiable.

c) In our opinion' the Company has not disposed off a substantial part of Fixed assets during the year and accordingly the going concern status is not affected.

2. In respect of its inventories :

a. The Company is a Construction Company having a central stores Department in Mumbai. The Management has claimed to have conducted physically verification of stores & materials required for local jobs at reasonable intervals during accounting year. The valuation of stock is fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier years

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

c. In our opinion and according to the information and explanations given to us' the company has maintained proper records of its inventories' and the discrepancies noticed on physical verification of the inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3 (a) The Company has not granted any loan' secured or unsecured to companies' firms and other parties covered in the Register maintained under Section 301 of the Companies Act' 1956.

(b) The Company has taken unsecured loans' from companies' firms and other parties covered in the Register maintained under Section 301 of the Companies Act' 1956. In respect of the said loan from six parties' the maximum amount outstanding at any time during the year is Rs.79'87'25'619 and the year end balance is Rs.20'23'40'583. The rate of interest and terms and conditions of the loans taken are not prejudicial to the interest of the company. The repayment of the said loans is not scheduled.

4) 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 nature of its business for the purchase of inventory and fixed assets and also for the sale of goods. During the course of audit' we have not observed any major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act' 1956:

(a)According to information and explanation given to us' contracts or arrangements referred to in section 301 of the Companies Act. 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us' the transactions made in pursuance of contracts / arrangements entered in the register maintained under section 301 of the Companies Act' 1956 and exceeding the value of Rs.5'00'000/- in respect of each party during the year have been made at prices which appear reasonable as per information with the company.

6. The Company has not accepted any deposit from the public.

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

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

9. In respect of statutory dues:

According to the records of the company. Undisputed statutory dues including Provident Fund' Investor education fond' Employee's state insurance' Income Tax' Sales Tax' Wealth Tax' Custom Duty' Excise Duty' Cess and other statory dues have been generally regularly deposited with the appropriate authorities. According to the information and Explanations given to us' no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March' 2012 for a period of more than six months from the date of becoming payable.

10. The Company has got accumulated losses not less than fifty per cent of its net worth. The company has incurred cash losses during the Financial Year covered by the audit and in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us' we are of the opinion that the company has not defaulted in the repayment of dues to the financial institutions' Banks or Debenture holders.

12. In our opinion and according to the information and explanations given to us' no loans and advances have been granted by the company on the basis of security by way of pledge of shares' debentures and other securities.

13. In our opinion' the company is not a chit fond or a nidhi / mutual benefit fund / society. Therefore' the provisions of clause (XIII) of para 4 of the companies (Auditor' reports) order 2003 are not applicable to the Company.

14. The Company has not entered into any transactions and contracts in respect of trading in securities' debentures and other investments.

15. According to the information and explanations given to us and the representations made by the management' company has not given any guarantee for loans taken by others from any banks or financial institutions during the year.

For N. B. Purohit & Co.

Chartered Accountants

Firm Regn. No. 108241W (N. B. Purohit)

Proprietor

M.Ship No.31999

Place - Mumbai

Date -31/08/2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Shah Construction Company Limited as on 31st March 2010, the profit & Loss Account and Cash Flow Statement of the company 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.

1) We conduct 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 check basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by the companies (Auditors Report) Order 2003 issued by the central Government of India in terms of Section 227 (4A) of the Companies Act 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us. we give in the Annexure, hereto a statement on the matters specified in the paragraphs 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in paragraph 2 above and subject to the notes to the Balance sheet we report that :-

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

b) In our opinion, proper books of Accounts as required by law have been kept by the Company so far as appears for our examination of such books.

c) The Balance Sheet & Profit & Loss Account referred to in this report are in agreement with the books of account.

d) In our opinion, subject to Note 8 to the Account in Schedule I regarding valuation of Current Assets , Current Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984, the Profit & Loss A/c and Balance Sheet comply with the accounting standards refer to in section 3 (C) of section 211 of the Companies Act. 1996.

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

4. Attention is also invited to the following notes in Schedule "H"

a) NoteNo.B-2 Joint Venture unascertained profit

b) Note No. B-3 (a) Sale of land atAmboli Andheri (W)

c) Note No. B-3 (b) Sale of land atAmboli Andheri (W)

d. Note No. 5: (iii) Delay in realization of Foreign Assets book Value Rs. 19, 16, 10,755/=

e. Note No. 5: (v) Old & disputed outstanding amounting to Rs. 5,46,107/= (Previous year Rs.5,46,107/ = )

f. Note No. 7: Difference in reduction in liability arising due to adoption of 30/06/1 984 rates of exchange cannot be ascertained due to UN Embargo.

5. In our opinion and to the best of information and according to explanations given to us , the said accounts read with significant accounting policies and other notes thereon, 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 on 31 st March, 2009.

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

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1) In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on basis of available information.

b) As explained to us. The fixed assets have been physical verified by the management during the year. Which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications Fixed Assets at Foreign sites costing Rs. 7.32 crores in Iraq are not physically verifiable.

c) In our opinion, the company has not disposed of substantial part of Fixed assets during the year and accordingly the going concern is not affected.

2. In respect of its inventories:

a. The Company is a Construction Company has a central stores Department in Mumbai. The Management has claimed to have conducted physically verification of stores & materials required for local jobs at reasonable intervals during accounting year. The valuation of stock is fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the same basis as in the earlier years.

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

c. In our opinion and according to the information and explanations given to us, The company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of the inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. According to the information and explanation given to us, The Company has neither taken nor granted any loan secured or unsecured, from / to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

4. 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 nature of its business for the purchase of inventory and fixed assets and also for the sale of goods. During the course of audit. We have not observed any major weaknesses in internal controls.

5. In respect of the transaction covered under section 301 of the Companies Act, 1956.:

a) In our opinion and according to the information and explanation given to us the transaction made in pursuance of contracts or arrangement that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us there are no transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act. 1956 aggregating during the year to Rs.5 Lacs ( Rupees Five Lacs Only) or more in respect of any party.

6. The Company has not accepted any deposit from the public.

7. In our opinion, the internal audit system is commensurate with its size and nature of its business.

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

9. In respect of statutory dues:

a) According to the records of the company. Undisputed statutory dues including Provident Fund, Investor education fund, Employees state insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statory dues have been generally regularly deposited with the appropriate authorities. According to the information and Explanations given to us, no undisputed amouni payable in respect of the aforesaid dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date of becoming payable.

10. Based on our audit procedure and according to the information and explanations given to us, we are of the. • opinion that the company has not defaulted in the repayment of dues to the financial institutions, Banks or Debenture holders.

11. In our opinion and according to the information and explanations given to us. No loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society, therefore, clause 4 (XIII) of the companies (Auditor reports) order 2003 is not applicable to the Company.

13. The Company has not entered into any transactions and contracts in respect of trading in securities", debentures and other investments. All shares, debentures and other investments have been held by the company in its own name.

14. According to the information and explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institutions, during the year.

15. The Company has not obtained any term loan during the year.

16. According to the information and Explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowing and acquisition of fixed assets.

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

18. The Company has not issued any debenture and hence the question of creating securities in respect of debenture does notarise.

19. The Company has not raised any money by way of public issue during the year.

20. To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.

For N. B. Purohit & Co.

Chartered Accountants

Firm Regn. No. 108241W

Place : Mumbai (N.B. Purohit)

Dated: 02/12/2010 Proprietor

M.ShipNo.31999