Auditor Report of Stewarts & Lloyds of India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of STEWARTS & LLOYDS OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Other Notes to the financial statements:

a) Note nos 24.3 (b) to 24.3 (f) to the financial statements which describes the uncertainty related to the outcome of the arbitration proceeding in respect of dispute with IOC-Bongaigaon, BVFCL,- Namrup

Revamp Project, Neyveli Lignite Corporation, Konkola Copper Mines, Zambia, claims by sub-contractors, demand from Kolkata Port Trust for lease rent respectively.

b) Note no 24.14 to the financial statements regarding the financial statements being prepared on a going concern basis, notwithstanding the fact that the Company has accumulated losses of Rs.48.20 Crores as on 31st March, 2015 and its net worth has been fully eroded (negative by Rs 36.22 crores). These conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on going concern basis for the reasons stated in the said Notes. However, the appropriateness of the said basis is inter alia dependent on the Company's ability to realize its assets and to discharge its liabilities out of surplus generated.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 20l5 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 ("the Act"), 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 a statement on the matters specified in paragraphs 3 and 4 of the said order.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

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

e) The going concern matter described in sub-paragraphs (a) & (b) under the Emphasis of Matters paragraph above , in our opinion, may have an adverse effect on the functioning of the Company.

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

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 24.3 to the financial statements.

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

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 1 of the Auditors' Report on "Other Legal and Regulatory Requirements" of even date to the members of 'STEWARTS & LLOYDS OF INDIA LIMITED' on the financial statements for the year ended 31st March, 2015.

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

b) All the assets have not been physically verified by the management during the year. As explained to us there is a programme of verification which in our opinion needs to be further strengthened. The management has further explained that discrepancies noticed on such verification, which were not material, have been properly dealt with in the books of accounts. However, documentary evidences for such adjustments could not be produced to us for checking.

ii) a) The inventory has been physically verified and certified by the management at the year-end. In our opinion, the frequency of verification is reasonable.

b) In our opinion and as explained to us, the procedures of physical verification of inventory followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) On the basis of examination of books of account of the Company and on the basis of 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 189 of the Act. Therefore, clauses (iii)(a) to (iii)(b)ofthe aforesaid order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of services.

Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in aforesaid internal control system.

v) The Company has not accepted any deposits from public during the year, within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Moreover, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other court or tribunal.

vi) The Central Government has not specified maintenance of cost records under sub-section (l) of section 148 of the Companies Act for any of the products of the Company.

vii) a) According to the information and explanations given to us and from the records of the company examined by us, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. However, arrears of outstanding for more than six months was observed in respect of Professional Tax for Rs 8,640/- and in respect of Work Contract Tax for Rs 13,145/-.

b) On the basis of checking of records of the Company and on the basis of information and explanations given to us, the particulars of dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess as at Balance Sheet date which have not been deposited on account of any dispute are given in Appendix-1.

c) On the basis of checking of books of accounts of the Company and according to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

viii) The accumulated losses of the Company at the end of the financial year were not less than fifty per cent of its net worth .The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

ix) On the basis of records of the Company examined by us and according to the information and explanations given to us by the management, the Company had defaulted in repayment of loans and interest to banks. Total amount of unpaid overdue interest and loan amount to banks aggregated to Rs 47,59,76,797.39 (including invoked Bank Guarantees). The over due amount relate to the financial years 2012-13, 2013-14, 2014-15. However the same has been repaid by the Company to all banks during the current year through One Time Settlement with lender banks.

x) In our opinion and 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 during the year.

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

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

For RAY & RAY Chartered Accountants Firm's Registration No. 301072E

Amitava Chowdhury Place : Kolkata Partner Date: 5th May, 2015 Membership No. 56060

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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 21 1 of the Companies Act, 1 956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to preparation of the financial statements that 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, the assessment of the risk of material misstatements 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 31 st March, 201 3;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1 956 (''the Act''), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Companies Act, 1 956, 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 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 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 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 sub-section (3C) of section 21 1 of the Act;

e. On the basis of written representations received from the Directors as on 31 st March, 201 3 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 st March, 201 3 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

Referred to in paragraph 3 of the Auditor''s Report of even date to the Members of ''STEWARTS AND LLOYDS OF INDIA LIMITED'' on the financial statements for the year ended 31 st March, 2013.

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

(b) The fixed assets of the Company have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) During the year a part of fixed assets (W.D.V Rs. 2.88 Lacs) has been disposed off by the company.

2. (a) The inventory has been physically verified and certified by the Management during the year/ at the year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and as explained to us, the procedures of physical verification of inventories followed by the Management are generally reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) As far as we can ascertain from the relevant register maintained by the company and based on Management representation, 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 "Act". As such, clauses (iii) (b) to (iii) (d) of paragraph 4 of the aforesaid Order are not applicable.

(b) As far as we can ascertain from the relevant register maintained by the Company and based on management representation, as at the end of the year 201 2-13 the Company has no outstanding balance of any loan, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. As far as we can ascertain from the relevant register maintained under section 301 of the Act, in our opinion and according to the information and explanations given to us, there are no such contracts or arrangements referred to in Section 301 of the ''Act'' during the year whose particulars are needed to be entered into the Register required to be maintained under that Act.

6. The Company has not accepted any deposits from the public during the year within the meaning of sections 58A and 58AA of ''the Act'' and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The Internal Audit function of the company had been carried out by a firm of Chartered Accountants for a part of the year and subsequently by its own internal audit system. In our opinion, the Internal Audit System needs to be further strengthened to be commensurate with the size and nature of the Company''s business.

8. The Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the "Act" for any of the products of the Company.

9. (a) According to the information and explanations

given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues as applicable with the appropriate authorities.

(b) As far as we can ascertain from the relevant records/documents, so produced and according to the information and explanations given to us the particulars of dues of Sales Tax, Income tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess as at Balance Sheet date, which have not been deposited on account of a dispute, are given in Appendix-1.

10. The Company has no accumulated losses as at 31st March 2013. However, it has incurred a cash loss in the financial year ended on that date. The company has not incurred cash losses in the immediately preceding financial year.

1 1. According to the records of the Company examined by us and the information and explanations given to us, the Company has generally not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

1 2. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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

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

1 7. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis that have been used for long-term investment.

1 8. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the "Act" during the year.

19. The Company has not issued any debentures during the year and no debentures are outstanding at the year-end. Accordingly, creation of securities in this regard does not arise.

20. The Company has not raised any money by public issues during the year.

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

For RAY & RAY

Chartered Accountants

Registration No. 301072E



(K. K. GHOSH)

Place : Kolkata Parfner

Date : 29th April, 2013 Membership No. 5978

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Mar 31, 2012

1. We have audited the attached Balance Sheet of STEWARTS & LLOYDS OF INDIA LIMITED ('the Company') as on 31st March, 2012, the related statement of Profit & Loss and the Cash Flow Statement for the year ended on that date (hereinafter referred to as "financial statements"), all of which we have signed under the reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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 by the Companies (Auditors' Report) (Amendment) Order 2004 (together the 'Order') issued by the Central Government of India in terms of Sub- section (4A) of Section 227 of The Companies Act, 1956, (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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:

4.1 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.

4.2 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;

4.3 The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

4.4 In our opinion, the financial statements dealt with by this report comply with the applicable Accounting Standards referred to in sub-section (3C) of section 211 of the 'Act';

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

4.6 In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act and also 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 of affairs of the Company as at 31st March 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 Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the Members of 'STEWARTS AND LLOYDS OF INDIA LIMITED' on the financial statements for the year ended 31st March, 2012.

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

(b) The fixed assets of the Company have been physically verified and certified by the management, at the year-end, which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year a part of fixed assets (W.D.V. Rs. 87.55 lacs) has been disposed off by the Company.

2) (a) The inventory has been physically verified and certified by the Management during the year/ at the year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and as explained to us, the procedures of physical verification of inventories followed by the Management are generally reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3) (a) As far as we can ascertain from the relevant register maintained by the company and based on Management representation, 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 "Act". As such, clauses (iii) (b) to (iii) (d) of paragraph 4 of the aforesaid Order are not applicable.

(b) As far as we can ascertain from the relevant register maintained by the Company and based on Management representation, as at the end of the year 2011-12 the Company has no outstanding balance of any loan, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5) As far as we can ascertain from the relevant register maintained under Section 301 of the Act, in our opinion and according to the information and explanations given to us, there are no such contracts or arrangements referred to in Section 301 of the Act during the year whose particulars are needed to be entered into the Register required to be maintained under that Act

6) The Company has not accepted any deposits from the public during the year within the meaning of sections 58A and 58AA of 'the Act' and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder.

7) The Internal Audit function of the company is carried out by a firm of Chartered Accountants. In our opinion, the same is 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 "Act" for any of the products of the Company.

9) (a) According to the information and explanations given to us and from the records of the company examined by us, in our opinion, the Company has generally been regular in depositing during the year the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable with the appropriate authorities.

(b) As far as we can ascertain from the relevant records/documents, so produced and according to the information and explanations given to us the particulars of dues of Sales Tax, Income Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess as at the Balance Sheet date, which have not been deposited on account of a dispute, are given in Appendix-1.

10) The Company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that date but has incurred cash losses in the immediately preceding financial year.

11) According to the records of the Company examined by us and the information and explanations given to us, the Company has generally not defaulted in repayment of dues to any financial institution or bank or debenture holder as at the Balance Sheet date.

12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15) In our opinion and 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 during the year.

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

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis that have been used for long-term investment.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the "Act" during the year.

19) The Company has not issued any debentures during the year and no debentures are outstanding at the year- end. Accordingly, creation of Securities in this regard does not arise.

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

21) During the course of our examination of books and records of the Company, carried out in accordance with 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 any such case by the management.

For and on behalf of

RAY & RAY Chartered Accountants Registration No. 301072E

K. K. GHOSH Partner Membership Number : 59781

Place : Kolkata

Dated : May 4, 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of STEWARTS & LLOYDS OF INDIA LIMITED ("the Company") as on 31 st March, 2011, the related Profit & Loss Account and the Cash Flow Statement for the year ended on that date (hereinafter referred to as "financial statements"), all of which we have signed under the reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 any 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 by the Companies (Auditors' Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of Sub- section (4A) of Section 227 of 'The Companies Act, 1956' of India (the Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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:

4.1 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;

4.2 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;

4.3 The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

4.4 In our opinion, the financial statements dealt with by this report comply with the applicable Accounting Standards referred to in Sub-section (3C) of Section 21 1 of the Act;

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

4.6 In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act and also 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 of affairs of the Company as at 31 March 2011 ;

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

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors' Report of even date to the Members of 'STEWARTS AND LLOYDS OF INDIA LIMITED' on the financial statements for the year ended 31 st March, 2011.

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies between the book records and physical inventory have been noticed. In our opinion the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory has been physically verified by the Management during the year/at the year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are generally reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) As far as we can ascertain from the relevant register maintained by the company and based on Management representation, the company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Act. As such, clauses (iii)(b) to (iii)-(d) of paragraph 4 of the aforesaid Order are not applicable.

(b) As far as we can ascertain from the relevant register maintained by the Company and based on Management representation, as at the end of the year 2010-11 the Company has no outstanding balance of any loan, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business forthe purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. As far as we can ascertain from the relevant register maintained under Section 301 of the Act, in our opinion and according to the information and explanations given to us, there are no such contracts or arrangements referred to in Section 301 of the Act during the year whose particulars are needed to be entered into the register required to be maintained under that Act.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system, carried out by an outside firm of Chartered Accountants, 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 Act for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company has generally been regular in depositing during the year the 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 as applicable with the appropriate authorities.

(b) As far as we can ascertain from the relevant records/documents, so produced and according to the information and explanations given to us the particulars of dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess as at Balance Sheet date, which have not been deposited on account of a dispute, are given in Appendix -1.

10. The Company has no accumulated losses as at 31st March, 2011 but it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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

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

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year and no debentures are outstanding at the year- end. Accordingly, creation of Securities in this regard does notarise.

20. The Company has not raised any money by public issues during the year.

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

APPENDIX I

TO AUDITORS' REPORT

NAME OF THE NATURE OF DUES PERIOD STATUTE

The West Bengal Declaration forms due, 1996-1997 Sales Tax Act, 1994 disallowance of erection, freight and other charges

The Central Sales Declaration forms due, 1996-1997 Tax Act, 1956 disallowance of erection,

The Income-tax Under assessment of capital 2004-05 Act, 1961 gains for determination of cost of acquisition of the capital assets

The Income-tax Disallowance of certain 2007-08 Act, 1961 expenditures

The Income-tax Disallowance of certain 2005-06 Act, 1961 expenditures

The Income-tax Disallowance of certain 2008-09 Act, 1961 expenditures

Finance Act, 1994, Service Tax towards other 2004-05 Service Tax services 2003-04

Finance Act, 1994, Service Tax towards other 2008-09 Service Tax services 2005-06

The Wealth Tax Wealth Tax Liability on Land 2002-03 Act, 1957



NAME OF THE AMOUNT FORUM WHERE DISPUTE STATUTE (IN RUPEES) IS PENDING



The West Bengal 51,09,552 West Bengal Commercial Taxes Sales Tax Act, 1994 Appellate and Revision Board

The Central Sales 23,89,705 West Bengal Commercial Taxes Tax Act, 1956 Appellate and Revision Board



The Income-tax 1,01,05,270 Income Tax Appellate Tribunal Act, 1961

The Income-tax 78,19,650 Commissioner of Income Tax Act, 1961 (Appeal)

The Income-tax 20,73,730 Commissioner of Income Tax Act, 1961 (Appeal) The Income-tax 1,21,25,010 Commissioner of Income Tax Act, 1961 (Appeal)

Finance Act, 1994, 1,01,12,083 Commissioner of Income Tax Service Tax (Appeal)

Finance Act, 1994, 61,01,525 Additional Commissioner of Service Tax Service Tax The Wealth Tax 3,16,688 Commissioner of Wealth Tax Act, 1957 (Appeals)



For and on behalf of

RAY & RAY

Chartered Accountants Registration No. 301072E

(A. NEOGI)

Partner

Membership Number: 61380

Kolkata May 4.2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Stewarts and Lloyds of India Limited (the "Company") as at 31 st March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements ore 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 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 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 by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

3.2 (a) The inventory has been physically verified by the

Management during the year/at the year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) 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 Act.

(b) 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 Act.

3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

3.6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed thereunder.

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

3.8 The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year the 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 as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, as applicable, as at 31st March, 2010 which have not been deposited on account of a dispute, are as follows:

Name of the Nature of Dues Period Amount Statute (Rs.)

The West Bengal Declaration forms due, 1996-1997 51,09,552 Sales Tax Act, 1994 disallowance of erection, freight and other charges

The Central Sales Declaration forms due, 1996-1997 23,89,705 Tax Act, 1956 disallowance of erection, freight and other charges

The Income-tax Under assessment of capital 2004-05 1,01,05,270 Act, 1961 gains for determination of cost of acquisition of the capital assets

The Income-tax Disallowance of certain 2007-08 78,19,630 Act, 1961 expenditures

Finance Act,1994, Service Tax towards other 2004-05 1,01,12,083 Service Tax services 2003-04

Finance Act, 1994, Service Tax towards other 2008-09 61,01,525 Service Tax services 2005-06

The Wealth Tax Wealth Tax Liability on Land 2002-03 3,16,688 Act, 1957



Name of the Forum where dispute Statue is pending

The West Bengal Sales Tax Act, 1994 West Bengal Commercial Taxes Appellate and Revision Board

The Central Sales Tax Act, 1956 West Bengal Commercial Taxes Appellate and Revision Board

The Income-tax Act, 1961 Income Tax Appellate Tribunal

The Income-tax Act, 1961 Commissioner of Income Tax (Appeals)

Finance Act, 1994, Service Tax Central Excise and Service Tax Appellate Tribunal

Finance Act, 1994, Service Tax Additional Commissioner of Service Tax

The Wealth Tax Act, 1957 Commissioner of Wealth Taxes (Appeals)

3.10 The Company has no accumulated losses as at 31st March, 2010 but it has incurred cash losses in the financial year ended on that date. However, it has not incurred any cash loss in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any bank as at the balance sheet date. The Company has neither issued any debentures nor any dues to any financial institution.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13 The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

3.14 In ouropinion, the Company is nota dealer or trader in shares, securities, debentures and other investments.

3.15 In ouropinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

3.16 The Company has not obtained any term loans.

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19 The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

3.20 The Company has not raised any money by public issues in the recent past.

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

4. Further to our comments 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 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 appearsirorn our examination of those books;

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

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3Q of Section 21 1 of the Act;

(e) On the basis of written representations-received from the directors, as at 31st March, 201-0 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 201 0 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together-with the notes thereon and attached thereto give, in the prescribed manner, the information required ;by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010;

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

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

For Price Waterhouse

Firm Registration Number: 30111 2E Chartered Accountants

(P. LAW)

Kolkata Partner

April 29, 2010 Membership Number: 51790