Auditor Report of Vardhman Concrete Ltd.

Mar 31, 2024

Vardhman Concrete Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Vardhman Concrete Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement for the year then ended and Statement of Changes in Equity and a summary of significant accounting policies and other explanatory information

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its Loss (including other comprehensive income), and its Cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon.

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

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

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

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

The accompanying financial statements have been approved by the Company''s Board of Directors The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''Act'') with respect to the preparation and presentation of these financial statements that give a true and fair view of the state of affairs, loss and other comprehensive income, changes in equity, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended. 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

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

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.

Material Uncertainty Related to Going Concern:

We draw attention to Note no. 25 of the attached financial regarding the financial results of the Company having been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been continuously incurring losses since last several years and its net-worth stands substantially eroded. These conditions indicate the existence of uncertainty that may cast doubt regarding the Company''s ability to continue as a going concern. However, as explained by the Management, the company has orders, hence it''s ability to continue, inter-alia, is dependent on generation of cash flow, profits from their execution and on the Company''s ability to infuse requisite funds for meeting its obligations.

Our opinion is not modified to this extent.

Emphasis of Matter:

a. We draw your attention to Note No 27 and 28 Overdue Trade Receivables of INR 36197.34 (''000) and Advances and Deposits (included in the current assets) of INR 13967.89 (''000) which in our opinion is doubtful for recovery and appropriate provision should be made. However, as explained by the Management, the Company is making concerted efforts to recover the same and is confident of recovery in due course. Hence no provision is considered necessary at present. Further aforesaid balances are subject to confirmation/ reconciliations and subsequent to adjustments, if any. As explained by the Management that there would not be any impact on loss for the year ended March 31, 2024 after such reconciliation.

b. There are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the year and net worth of the Company as on March 31, 2024, the amount whereof is not presently ascertainable.

c. We draw your attention to Note on Financials of Joint venture M/ s Diviniti & DKS (JV) for the financial year 2023-24 is not available and accordingly the management has taken the balance due as on March 2023.

Our opinion is not modified in respect of these matters Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143 (3) of the Act, subject to the possible effects of the matters described in the Emphasis of Matter Section above , we report that:

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

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

c) The financial statements dealt with by this Report are in agreement with the 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 Companies (Indian Accounting Standards) Rules 2015, as amended;

e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 with reference to financial statements of the Company as on 31st March, 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure B; wherein we have expressed an unmodified opinion;

g) The Company has not paid/ provided for any managerial remuneration during the year and

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 No 23 to the financial statements.

ii. The Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. No amounts are required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2024.

iv. a. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any other persons or entities including foreign entities (the ''intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediaries shall whether directly or indirectly lend or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the

Company (the ''Ultimate Beneficiaries'') or provide any guarantee or security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented to the best of its knowledge and belief no funds have been received by the Company from any person or the entities including foreign entities (''the 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 Parties (Ultimate Beneficiaries'') or provide any guarantee or security or the like on behalf of the Ultimate Beneficiaries

c. Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the management representations under sub clause a. and b. above contain any material misstatements.

v. The Company has not declared any dividend during the year under review.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April, 2023. During the year the Company has migrated to the Audit Trail Software and is in process of establishing the necessary controls and documentation regarding audit trail.

For GP Sharma & Co LLP.

Chartered Accountants

Firm''s registration number: 100957W/W100247 Sd/-

CA Utkarsh Sharma Partner

Membership number: 147906 UDIN: 24147906B KAKRQ9242 Place: Mumbai Date: April 29, 2024

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Mar 31, 2015

We have audited the accompanying financial statements of VARDHMAN CONCRETE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Director is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act 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 for ensuring 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing under Section 143(10) of the Act.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(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.

Emphasis of Matter

a) The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985 but has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company. The Company has prepared their accounts on "going concern" basis. Attention of the members is invited to Note 30 regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded. However, as explained by the Management, the Company has large order in hand hence its ability to continue, interalia, is dependent on the generation of cash flow, profits from there execution and on the Company's ability to infuse requisite funds for meeting its obligations.

b) Confirmations are not available in respect of Trade Receivables of Rs. 595.69 Lacs. (Refer Note no. 33a).

c) Short Term Loans & Advances includes Rs. 180.51 Lacs in respect of which the confirmations are not available with the Company. These items are under close & constant recovery of management. The Management is hopeful about the recovery of the same; hence no provision has been considered necessary by the management (Refer Note No. 33b).

d) There are certain claims and matters under arbitration which may have significant impact on the net worth and the financial statements of the Company. [Refer Note 22 (a) & 22 (b)].

Consequential Impact of above on the net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable.

Report on Other Legal and Regulatory Requirements

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 appears from our examination of those books.

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

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

e. 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 22 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

VARDHMAN CONCRETE LIMITED (refer our report of even date)

(i) (a) The Company is in the process of updating records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available records. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(ii) The Company does not have any inventories hence the clause is not applicable to the Company.

(iii) In our opinion and according to the information and explanations given to us, the Company has given loan to 1 party covered in the register maintained under section 189 of the Companies Act.

a. In our opinion and according to the information and explanation given to us, the term and condition of the loans are prima facie not prejudicial to the interest of the Company.

b. Through the period of said loans are not fixed, as explained to us, it is not overdue.

(iv) In our opinion, and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, during the course of our audit, we have neither come across nor have we been informed of any instances of major weakness in the internal control. However overall controls need to be strengthened.

(v) According to the information and explanations given to us, the Company has not accepted deposits as referred to in the directives issued by the Reserve Bank of India and the provisions of the section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) As per the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under section 148 of the Companies Act in respect of any products of the Company.

(vii) (a) In our opinion and according to the explanation and information given to us the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax Deducted at Source, Service Tax and other statutory dues wherever applicable. The details of undisputed statutory dues outstanding for a period of more than six months from the date they became payable are as under:

Name of the statute Period to which the Amount Amount Relates (in Rs)

a) Maharashtra Value Added Tax FY 2010-11 1,11,734

b) Maharashtra Value Added Tax FY 2011-12 8,90,557

c) Service Tax FY 2010-11 34,18,521

d) Service Tax FY 2011-12 1,21,720

TOTAL 45,42,532

(b) According to the information and explanations given to us, there are no amounts of disputed statutory dues which have not been deposited with the concerned authorities.

(c) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provision of Companies Act, 1956 (1 of 1956) and rules made hereunder.

(viii) The Company has accumulated losses of more than 50% of its net worth at the end of the financial year and has incurred cash losses during the year and also in immediately preceding financial period (refer note no. 30).

(ix) Based on our audit procedures and the information and explanations given by management, we are of the opinion that during the year the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period and hence reporting thereof does not arise.

(xi) According to the information and explanation given to us, the Company has not raised any term loans during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Amar Bafna & Associates Chartered Accountants FRN: 114854W

Sd/- Amar Bafna Place: Mumbai Partner Date: 29th May, 2015 M. No. : 048639

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Emphasis of Matter

a. The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985 but has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company. The Company has prepared their accounts on "going concern" basis. Attention of the members is invited to Note 30 regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded. However, as explained by the Management, the Company has large order in hand hence its ability to continue, interalia, is dependent on the generation of cash flow, profits from there execution and on the Company''s ability to infuse requisite funds for meeting its obligations.

b. Confirmations are not available in respect of Trade receivables of Rs. 595.44 Lacs. (Refer Note no. 33a)

c. Short Term Loans & Advances includes Rs. 180.49 Lacs in respect of which the confirmations are not available with the Company. These items are under close & constant recovery of management. The Management is hopeful about the recovery of the same, hence no provision has been considered necessary by the management (Refer Note No. 33b)

d. There are certain claims and matters under arbitration which may have significant impact on the net worth and the financial statements of the Company. [Refer Note 22

(a) & 22 (b)].

Consequential Impact of above on the net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure to the Auditors'' Report

VARDHMAN CONCRETE LIMITED (refer our report of even date)

(i) (a) The Company is in the process of updating records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available records. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(c) During the year, the company has disposed off substantial part of fixed assets. However as explained by the management that it will not affect the going concern status of the company despite of the fact that its net worth is completely eroded (Refer note no. 30)

(ii) (a) As explained to us, the inventories have been physically verified by the site-in charge of the respective sites at year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is considered to be reasonable

(c) As per the information and explanations given to us, the Company is maintaining proper records of inventory. In our opinion, discrepancies if any, noticed on physical verification of stocks, to the extent verified, were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not given any secured or unsecured loans to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence reporting under clause (iii) (b), (c) and

(d) in respect of the other terms and condition is not applicable to the Company in this respect.

(e) In our opinion and according to the information and explanations given to us, the Company has taken loans from 5 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the period aggregates to Rs. 1633.06 Lacs and at the year end the outstanding balance of the said loans is Rs. 1633.06 Lacs.

(f) In our opinion and according to the information and explanation given to us, the term and condition of the loans are prima facie not prejudicial to the interest of the Company.

(g) Through the period of said loans are not fixed, as explained to us, none of them are overdue.

(iv) In our opinion, and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, during the course of our audit, we have neither come across nor have we been informed of any instances of major weakness in the internal control. However overall controls need to be strengthened.

(v) (a) According to the information and explanations given to us, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 so have been entered. There are no transactions of sale of services in excess of Rs.5 lacs with party entered into the said register.

(b) Reporting regarding the prevailing market prices in clause (v)(b) of the said order is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted deposits as referred to in Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the explanation and information given to us, during the period under audit, the Company doesn''t have formal internal audit.

(viii) As per the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 (i)(d) of the Companies Act, 1956 in respect of any products of the Company.

(ix) (a) In our opinion and according to the explanation and information given to us the Company has been generally irregular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax Deducted at Source, Service Tax and other statutory dues wherever applicable. The details of undisputed statutory dues outstanding for a period of more than six months from the date they became payable are as under:

Name of the statute Period to which Amount the Amount (in Rs) Relates

a) Maharashtra Value Added Tax FY 2010-11 1,11,734

b) Maharashtra Value Added Tax FY 2011-12 8,90,557

c) Service Tax FY 2010-11 34,18,521 d) Service Tax FY 2011-12 1,21,720

TOTAL 45,42,532

(b) According to the information and explanations given to us, there are no amounts of disputed statutory dues which have not been deposited with the concerned authorities.

(x) The Company has accumulated losses of more than 50% of its net worth at the end of the financial year and has not incurred cash losses during the year but has incurred cash losses in immediately preceding financial period. However the Company has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company.

(xi) Based on our audit procedures and the information and explanations given by management, we are of the opinion that during the year the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund Company or nidhi /mutual benefit fund/ society.

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

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period and hence reporting thereof does not arise.

(xvi) According to the information and explanation given to us, the Company has not raised any term loans during the year.

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

(xviii) The Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Companies Act. 1956.

(xix) The Company does not have any outstanding debentures and therefore the question of creating securities thereon does not arise.

(xx) The Company has not raised any money by public issues during the year. Hence the question of verification and reporting in respect of use of such monies does not arise.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Amar Bafna & Associates Chartered Accountants FRN:114854W

Sd/- Place: Mumbai Amar Bafna Date: 30th May, 2014. Partner M. No. 048639

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Mar 31, 2013

Report on the Financial Statements.

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

(b) in the case of the 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.

Emphasis of Matter

a. The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985 but has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company. The Company has prepared their accounts on "going concern” basis. Attention of the members is invited to Note 31 regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded. However, as explained by the Management, the Company has large order in hand hence its ability to continue, interalia, is dependent on the generation of cash flow, profits from there execution and on the Company''s ability to infuse requisite funds for meeting its obligations.

b. Confirmations are not available in respect of Trade receivables of Rs. 595.44 Lacs and Short term loans and advances of Rs. 171.23 lacs. The management is constantly following up to obtain the said confirmations.(Refer Note no. 34a)

c. Trade receivables include Rs. 361.97 lacs due from a debtor, which is outstanding since long time. The management has taken necessary steps including legal recourse to recover the same. The management is hopeful for recovery of same, hence no provision has been considered necessary. (Refer Note No. 34b)

d. There are certain claims and matters under arbitration which may have significant impact on the net worth and the financial statements of the Company. [Refer Note 22 (b) & 22 (c)].

Consequential Impact of above on the net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

Annexure to the Auditors'' Report VARDHMAN CONCRETE LIMITED (refer our report of even date)

(i) (a) The Company is in the process of updating records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available records. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As explained to us, the inventories have been physically verified by the site-in charge of the respective sites at year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is considered to be reasonable

(c) As per the information and explanations given to us, the Company is maintaining proper records of inventory. In our opinion, discrepancies if any, noticed on physical verification of stocks, to the extent verified, were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the information and explanations given to us, the Company has not given any secured or unsecured loans to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence reporting under clause (iii) (b), (c) and (d) in respect of the other terms and condition is not applicable to the Company in this respect.

(e) In our opinion and according to the information and explanations given to us, the Company has taken loans from 3 parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount outstanding during the period aggregates to Rs. 1757.26 Lacs and at the year end the outstanding balance of the said loans is Rs. 1757.26 Lacs.

(f) In our opinion and according to the information and explanation given to us, the term and condition of the loans are prima facie not prejudicial to the interest of the Company.

(g) Though the period of said loans are not fixed, as explained to us, none of them are overdue.

(iv) In our opinion, and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, during the course of our audit, we have neither come across nor have we been informed of any instances of major weakness in the internal control. However overall controls need to be strengthened.

(v) (a) According to the information and explanations given to us, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 so have been entered. There are no transactions of sale of services in excess of Rs.5 lacs with party entered into the said register.

(b) Reporting regarding the prevailing market prices in clause (v)(b) of the said order is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted deposits as referred to in Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the explanation and information given to us, during the period under audit, the Company has an Internal Audit system that commensurate with size of organisation.

(viii) As per the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 (i)(d) of the Companies Act, 1956 in respect of any products of the Company.

(ix) (a) In our opinion and according to the explanation and information given to us the Company has been generally irregular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax Deducted at Source, Service Tax and other statutory dues wherever applicable. The details of undisputed statutory dues outstanding for a period of more than six months from the date they became payable are as under:

(b) According to the information and explanations given to us, there are no amounts of disputed statutory dues which have not been deposited with the concerned authorities.

(x) The Company has accumulated losses of more than 50% of its net worth at the end of the

financial year and has incurred cash losses during the year and also in immediately preceding financial period. The Company has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company.

(xi) Based on our audit procedures and the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund Company or nidhi /mutual benefit fund/ society.

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

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period and hence reporting thereof does not arise.

(xvi) According to the information and explanation given to us, the Company has not raised any term loans during the year.

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

(xviii) The Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Companies Act. 1956.

(xix) The Company does not have any outstanding debentures and therefore the question of creating securities thereon does not arise.

(xx) The Company has not raised any money by public issues during the year. Hence the question of verification and reporting in respect of use of such monies does not arise.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Amar Bafna & Associates

Chartered Accountants

FRN: 114854W

Sd/-

Amar Bafna

Partner

M. No. : 048639

Place : Mumbai

Date : 30th May,2013.

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Jun 30, 2010

1. We have audited the attached Balance Sheet of VARDHMAN CONCRETE LIMITED (formerly known as Stresscrete India ltd.) ("the Company") as on 30th June, 2010 and the related Profit and Loss Account and the 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.

2. We conducted our audit in accordance with 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 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

a. The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985 and has also defaulted in payment of interest to a Bank amounting Rs. 5,607,945 as referred in para (xi) of the Annexure referred in clause 3 above. The Company has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick. Company, however the Company have large order in hand hence its ability to continue, is dependent on the generation of cash flow and profits from there execution. The Company has prepared their accounts on "going concern " basis (Refer Note 13, Schedule S to notes to accounts).

b. The Company has long outstanding dues of Rs. 410.46 lacs receivable from a debtor and further dues in respect of a bank guarantee of Rs. 90.52 lacs included under the head Advance Receivable In Cash Or Kind" invoked by them, is considered doubtful and not provided for. (Refer Note 15, Schedule S to notes to accounts).

c. In the absence of individual confirmation of Sundry Debtors Rs. 59,762,792/, (including un provided non moving debtors of Rs.41,045,739/-) Loans and Advances given Rs. 40,297,620/- Sundry Creditors of Rs21,361,078/-(including unadjusted non moving creditors of lis.4,557,791/- Advance from customers Rs.29,307,742/-, Other liabilities of Rs6.562.359/- and Fixed Deposit with a bank for Rs.411,562/- all are taken correct as per books of account (Refer Note 15, Schedule S to notes to accounts). This may affect financial statements.

d. There are certain claims and matters under arbitration which may have significant impact on the net worth and the financial statements of the Company and not quantifiable. (Refer Note 1(b) & 1(c) of Schedule S to notes to accounts).

e. As referred in para i(a)of the annexure referred in paragraph 3 above, the Company has not maintained certain records in respect of fixed assets and the it the same is not totally reconcilable. These could have financial impact which can not be quantified.

Consequential Impact of above on the net worth and financial statements of the Company cannot be ascertained and is not provided for.

5. Subject to our observations in Para 4 above and further to our comments in the Annexure referred to in paragraph 3 above, we state 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 examinations of the books.

c. The Balance Sheet, Profit and Loss Account & the Cash Flow statements dealt with by this report are in agreement with the Books of Account.

d. Based on the written representations received from Directors of the Company and taken on record by the Board of Directors and on the basis of information and explanations given to us, none of the directors of the Company as on 30th June, 2010 disqualify from being appointed as director within the meaning of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

e. In our opinion, the Profit and Loss Account, the Balance Sheet & the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Para 4 as stated above, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view 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 on 30th June,2010,

ii) in the case of Profit and Loss Account, of the loss for the year ended 30th June 2010 and

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

Annexure to the Auditors Report

With reference to the Annexure referred to in paragraph 3 of the report of the Auditors to the Members of VARDHMAN CONCRETE IMITED, on the accounts for the year ended 30th June, 2010 we report that:

(i) (a) The Company has not maintained proper records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available record. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(c) No Fixed Assets have been disposed off during the period.

(ii) (a) As explained to us, the inventories have been physically verified by the site-in charge of the respective sites at year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is considered to be reasonable

(c) As per the information and explanations given to us, the Company is maintaining proper records of inventory. In our opinion, discrepancies if any, noticed on physical verification of stocks, to the extent verified, were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) (a) In our opinion and according to the information and explanations given to us, the Company has not given any secured or unsecured loans to Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and hence reporting under clause (iii) (b), (c) and (d) in respect of the other terms and condition is not applicable to the Company in this respect.

(e) During the period the Company has taken/ repaid loans including those outstanding of earlier years of parties covered in the register maintained under section 301 of the Companies Act 1956. The numbers of parties involved are four. The maximum amount outstanding during the period aggregates to Rs.45, 697,030/- and the end of the period outstanding balance of the said loans is Rs. 45,697,030/-.

(f) In our opinion and according to the information and explanation given to us, the term and condition of the loans are prima facie not prejudicial to the interest of the Company.

(g) Though the period of said loans are not fixed, as explained to us, none of them are overdue.

(iv) In our opinion, and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, during the course of our audit, we have neither come across nor have we been informed of any instances of major weakness in the internal control. However overall controls need to be strengthened.

(v) (a)According to the information and explanations given to us, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 so have been entered. There are transactions of sale of services in excess of Rs.5 lacs with one such party and as per the informations and explanations given, the prices in respect of the same are considered to be reasonable in the available circumstances.

(b) Transactions made in pursuance of contract have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

(vi) (a) According to the information and explanations given to us, the Company has not accepted a deposits as referred to in Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under.

(b) According to the information and explanations given to us, there have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any court and any other Tribunal in this matter.

(vii) During the period under review, the Company has an internal audit system, done by an independent Chartered Accountant, is commensurate with its size and nature of business.

(viii) As per the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 (i) (d) of the Companies Act, 1956 in respect of any products of the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Wealth tax, , Custom Duty cess, Works Contract Tax, Service tax and TDS and other statutory dues wherever applicable and there are non undisputed dues outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no amounts of disputed statutory dues which have not been deposited with the concerned authorities.

(x) The Company has accumulated losses of more than 50% of its net worth at the end of the financial year and has incurred cash losses of during the year and also in immediately preceding financial period. The Company is a sick Company in terms of the Sick Industrial Companies (Special Provision) Act, 1985. The Company has not made an application, to Board for Industrial and Financial Reconstruction for being declared as a Sick Company.

(xi) In our opinion and according to the information and explanation given to us, during the year, the Company has defaulted in payment of interest of Rs. 5,607,945 /- to a bank. The details are as follows: AMOUNT DUE

S. NO. MONTH (Rs.) DATE

1 JULY 09 449,632 07.08.2009

2 AUG 09 447,080 07.09.2009

3 SEPT 09 437,667 07.10.2009

4 OCT 09 458,562 07.11.2009

5 NOV 09 450,055 07.12.2009

6 DEC 09 471,600 07.01.2010

7 JAN 10 478,427 07.02.2010

8 FEB 10 438,367 07.03.2010

9 MAR 10 491,664 07.04.2010

10 APRIL 10 482,674 07.05.2010

11 MAY 10 505,732 07.06.2010

12 JUNE 10 496,485 07.07.2010

5,607,945

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company as the Company is not a chit fund Company or nidhi /mutual benefit fund/society.

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

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period and hence reporting thereof does not arise.

(xvi) According to the information and explanation given to us, the term loans raised have been applied for the purpose for which they were raised.

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

(xviii) The Company has not made nay preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Companies Act. 1956.

(xix) The Company did not have any outstanding debentures during the period. Accordingly, no securities have been created.

(xx) The Company has not raised any money by public issues during the year. Hence the question of verification and reporting in respect of use of such monies does not arise.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Reg. No. 101872W

D. J. Parikh

Place:Mumbai (Partner)

Dated:03th Decembert 2010 M.No.35305