Diamond Power Infrastructure Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying Annual Financial Statements
of DIAMOND POWER INFRASTRUCTURE LIMITED ("the
Company") which comprises the Balance sheet as at 31^st
March, 2025, the Statement of Profit & Loss (including Other
Comprehensive Income), the Statement of Cash Flows and
Statement of Changes in Equity for the year then ended, and
notes to the financial statements, including a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements")

Qualified Opinion

In our opinion and to the best of our information and according to
the explanations given to us, subject to the effect of the matter
described in the “Basis of Qualified Opinion" section of our Report
hereinbelow, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (the
“Act") in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed
under section 133 of the act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS") and
other accounting principles generally accepted in India, of the
State of Affairs of the Company as at March 31, 2025, and its
Total Comprehensive Income comprising its Profit and Other
Comprehensive Income, Changes in Equity and its Cash Flows
for the year ended on that date.

Basis for Qualified Opinion

Attention is Invited to Note 4 of the Notes to the Standalone
Financial Results wherein Management has disclosed the fact
relating to the ongoing exercise relating to updation of the
Property Plant & Equipment Register with all necessary details,
physical verification and reconciliation with books of accounts
including Capital Work-in-Progress and giving appropriate effect
to the outcome of the same, including depreciation thereon, for
which the task has been allotted to an Independent Agency by
the Company.

As the end of the year, the Agency has completed primary
Physical Verification of the Property, Plant and Equipment
and reconciliation of the same with the data available with
a cut-off date of 31^st March, 2024 as also a preliminary value

allocation of costs and accumulated depreciation. However, the
determination the final value-in-use of each item of Property,
Plant and Equipment as also the estimated remaining useful
lives which will enable to calculate prospective depreciation was
still under process. The Management has stated the reasons for
delay and also the new developments leading to its expectation
of completion of the exercise in the first quarter of next fiscal year.

Due to the pendency of the exercise, the Property, Plant &
Equipment Block is being carried forward with the balances as
appearing from the NCLT / RP Period prior to takeover by the new
Management while fresh additions made are being added to the
respective blocks.

Further, the Company has also appropriated and capitalised
electricity, manpower and interest costs to CWIP block which are
identified and / or worked out as relating to ongoing expansion
/ commissioning of CWIP as well as proportionate allocation
towards estimated capacity utilisation of Property, Plant,
Equipment Block

The Depreciation on the unreconciled / pending to be updated
values which are being carried forward from the NCLT / RP period
has been provided only @ 20% of the applicable depreciation on
such values citing that the manufacturing operations were not
operating at optimum capacity and the same has been considered
based on estimates of capacity utilization and normal wear and
tear which, in the opinion of the management, is expected to
fairly represent the depreciation charge for the year. Depreciation
on fresh additions including capitalization of Capital Work-in¬
Progress commissioned during the year is being provided at
appropriate rate.

The Management has stated that upon completion of the exercise
as aforesaid in the next fiscal year, once the final value-in-use of
each item of Property, Plant and Equipment is crystallised the
necessary effect of the same, including impairment, if any, shall
be provided in the books in the next fiscal year, considering that it
relates to period prior to takeover by new management. Further,
as the estimated remaining useful lives are finalised, the exact
amount of prospective depreciation charge will also be worked
out and provided for from the next fiscal year

Since the exercise of updation and reconciliation of Property, Plant
& Equipment Register and Capital Work-in-Progress is going
on including working of value-in-use and remaining estimated
useful lives of each item of Property, Plant and Equipment, we
will be able to verify and opine on the correctness of the values

of Property, Plant & Equipment and Capital Work-in-Progress as
appearing in the books as at the end of the year end, as well as for
appropriation / capitalization of power, manpower and borrowing
costs to Capital Work-in-Progress and on the depreciation
provided including the veracity of the management estimate of
20% for calculation of depreciation and appropriation, only upon
completion of the exercise as aforesaid.

Hence, the Net Profit and Other Financial Information for the year
ended March 31, 2025 are subject to the effect of this matter.
Our audit report for the previous year ended March 31, 2024 as
well as our limited review reports for the first, second and third
quarters of the current financial year were also qualified in respect
of this matter.

Conduct of Audit

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013 (the Act). Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit
of the Standalone Financial Results section of our report. We are
independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of
the financial results 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 on the standalone annual financial results.

Emphasis of Matter:

Attention is Invited to Note 52 wherein it has been disclosed that
the Enforcement Directorate has not yet released the attachment
on the assets of the Company and that the Company has filed
petitions before the relevant Honourable Courts seeking release
of the attachments on the assets.

Our Opinion in not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

We have determined the matter described below to be the key
audit matters to be communicated in our report.

Capitalization from Capital Work-in-Progress
(CWIP):

(Reference is Invited to Note 3.1 and 3.2 under Significant
Accounting Policies and Note 5 of the Notes to the Standalone
Financial Statements)

The Company has significant ongoing capital expenditure projects.
Capitalization from CWIP to Property, Plant and Equipment
requires management''s judgement in determining the timing of
capitalization, i.e., when the asset is ready for its intended use.
Any error in timing or valuation can materially impact depreciation,
asset values, and profit.

How the Key Audit Matter was addressed in our
Audit :

Our audit included, but was not limited to, the following procedures:

• Understanding the process and evaluating the design and
implementation of internal controls over project tracking
and capitalization.

• Evaluating the criteria used by management to determine
readiness for intended use, including review of completion
and commissioning reports.

• Comparing actual project timelines and costs with
budgets to identify anomalies or delays which could affect
capitalization timing.

• Verifying the transfer entries from CWIP to fixed assets
register and the commencement of depreciation post¬
capitalization.

• Evaluating disclosures in the financial statements relating to
CWIP movement, aging, and capitalization policies to ensure
transparency and compliance with accounting standards.

Based on the audit work performed, we found that the Company''s
capitalization from CWIP was consistent with applicable
accounting principles and appropriately supported.

Information Other than the Standalone 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 Management Discussion and Analysis, Board''s
Report including Annexures to Board''s Report, Business
Responsibility Report, Corporate Governance, Shareholder''s
Information and Other Information included in the Company''s
Annual Report, but does not include the consolidated financial
statements, standalone financial statements and our auditor''s
reports thereon.

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

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

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

Management''s Responsibility for the Financial
Statements

The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the Act")
with respect to the preparation and presentation of these financial
statements that give a true and fair view of the financial position,
financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with the IND-
AS and other accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133
of the Companies Act, 2013 read with Rule 7 of the Companies
(Account) 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.

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

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

Auditor''s Responsibility

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

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

We also:

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

• Obtain an understanding of internal 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 system in place and the
operating effectiveness of such controls.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020
(“the Order") issued by the Central Government in terms of
section 143 (11) of the Companies Act, 2013, we enclose
in the Annexure-A, a statement on the matters specified in
paragraph 3 & 4 of the said Order, to the extent applicable.

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

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

b) In our opinion, proper books of accounts as required
by the law have been kept by the Company, so far as
appears from our examination of the said books;

c) The Balance Sheet, Statement of Profit & Loss including
Other Comprehensive Income, Statement of Changes
in Equity and Cash Flow Statement dealt with by this
report are in agreement with the books of accounts of
the Company;

d) In our opinion, the aforesaid Financial Statements comply
with the Ind AS specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the
directors, as on 31^st March, 2025, and taken on record by
the Board of Directors, we report that none of the directors
is disqualified as on 31^st March, 2025 from being appointed
as a director of the Company in terms of Section 164(2) of
the Act.

f) With respect to the adequacy of the internal financial controls
over financial reporting and the operating effectiveness of
such controls; refer to our separate report in Annexure - B
attached herewith.

g) With respect to the matter to be included in the Auditors
Report u/s. 197(16) of the Act, in our opinion and according to
information and explanations given to us, the remuneration
paid by company to its directors is in accordance with the
provisions of Section 197 of the Act read with Schedule V in
terms of requisite approvals obtained as mandated therein
and is not in excess of the limits specified therein.

h) With respect to the other matters to be included in our
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 impact of pending litigations on the financial
position are disclosed Note 36 of Notes to the
Standalone Financial Statements.

(ii) There are no long-term contracts for which there
were material foreseeable losses for which provision
is required

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

(iv) (a) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds)
by the Company to or in any other person or
entity, including foreign entity (“Intermediaries"),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary

shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received by the Company
from any person or entity, including foreign entity
(“Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of

Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

(v) The Board of Directors of the Company has not
declared or paid any dividend during the year.

(vi) Based on our examination which included test checks,
the company has used an accounting software for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software. Further, during
the course of our audit we did not come across any
instance of audit trail feature being tampered with and
the audit trail has been preserved by the company as
per the statutory requirements for record retention.

For Naresh & Co.

Chartered Accountants
(F.R.N. 106928W)

CA Abhijeet Dandekar

Place: Ahmedabad Partner

Date: 30/05/2025 (M. R. N. 108377)

UDIN: 25108377BMINGF1760

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Mar 31, 2024

We have audited the accompanying Financial Statements of DIAMOND POWER INFRASTRUCTURE LIMITED (”the Company”) which comprises the Balance sheet as at 31st March, 2024, the Statement of Profit & Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements")

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the matter described in the ''Basis of Qualified Opinion" section of our Report hereinbelow, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the ''Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (''Ind AS") and other accounting principles generally accepted in India, of the State of Affairs of the Company as at March 31, 2024, and its Total Comprehensive Income comprising its Profit and Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date.

Basis for Qualified Opinion

Attention is Invited to Note 4 of the Notes to the Standalone Financial Results wherein Management has disclosed the fact relating to the pending updation of the Property Plant & Equipment Register with all necessary details and physical verification / reconciliation with books of accounts of the same including the Capital Work-in-Progress and giving appropriate effect to the same.

Due to the pendency of the exercise, the Property, Plant & Equipment Block is being carried forward with the balances as appearing from the NCLT / RP Period prior to takeover by the new Management while fresh additions made are being added to the respective blocks. Further, the Company has also appropriated and capitalised electricity, manpower and interest costs to CWIP block which are identified and / or worked out as relating to ongoing expansion / commissioning of CWIP.

The Depreciation on the unreconciled / pending to be updated values which are being carried forward from the NCLT / RP period has been provided only @ 20% of the applicable depreciation on such values citing that the manufacturing operations were not operating at optimum capacity and the same has been considered based on estimated capacity utilization. Depreciation on fresh additions are being provided at appropriate rate whereas no depreciation has been provided on CWIP since the same has not been commissioned.

Since the process of updation, physical verification and reconciliation of Property, Plant & Equipment including capital work-in-progress is going on, we will be able to verify and opine on the correctness of the Values of Property, Plant & Equipment as appearing in the books only upon completion of the process.

Further, since the aforesaid process is going on, we will be able to ascertain the capacity utilization and veracity of the management estimate of 20% for calculation of depreciation as well as for appropriation / capitalization of power, manpower and borrowing costs to Capital Work-in-Progress only upon completion of the process. Hence, we will be able to opine on the depreciation as calculated as well as the appropriation / capitalization carried out also upon completion of the process.

Hence, the State of Affairs, the Net Profit and Total Comprehensive Income for the year ended March 31,2024 are subject to the effect of this matter.

Conduct of Audit

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results 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 on the standalone annual financial results.

Conduct of Audit

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results 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 on the standalone annual financial results.

Emphasis of Matter:

a) Attention is invited to Note 29 of the Notes to the Standalone Financial Statements regarding difference in Inventories of Rs. 3065.64 Lacs relating to period prior to takeover by new management found during Physical Verification as at the end of the year and write-off of the same with corresponding effect to Capital Reserve in consistency with the effect given to other differences at the time of takeover by the new management.

b) Attention is Invited to Note Attention is Invited to Note 52 wherein it has been disclosed that the Enforcement Directorate has not yet released the attachment on the assets of the Company and that the Company has filed petitions before the relevant Honourable Courts seeking release of the attachments on the assets.

Our Opinion in not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to be the key audit matters to be communicated in our report.

Inventory Existence and Valuation :

(Reference is Invited to Note 3.14 under Significant Accounting Policies and Note 10 and Note 29 of the Notes to the Standalone Financial Statements)

The carrying value of inventories as at March 31, 2024 is Rs. 12,028.38 lacs. The Inventories are located at multiple locations inside the factory and third-party locations. The Inventories included substantial values carried forward from the period prior to takeover by the new management (Refer Note 48 of the Notes to the Financial Statements). Valuation of Inventories is primarily arrived at directly from books of accounts but some manual calculations are also carried out.

Existence and Valuation of Inventory has been considered as a key audit matter due to :

a) Significance of the inventory balance to the total assets as per Standalone Financial Statements.

b) Multiple locations that inventory is held at.

c) Valuation of inventory partially in a non-automated environment, and the resultant likelihood of material misstatement resulting from errors in computation.

d) Physical Verification being carried out for the first time as at the year end after takeover by the New Management resulting in significant differences in Inventories relating to period prior to takeover by the new management

e) The potential risk of non-existence of inventory and the identification of non-moving, obsolete / damaged inventory is a significant area of audit importance

f) The inventory valuation also requires management estimates towards write-down of inventory items to its net realizable value (wherever applicable) and allowance for slow moving or non-moving inventory.

How the Key Audit Matter was addressed in our Audit :

Our audit included, but was not limited to, the following procedures:

a) Evaluating the Company''s inventory Accounting Policies and assessing compliance with the relevant accounting standards

b) Evaluating the design and testing the implementation and operating effectiveness of the Company''s internal controls over physical verification of inventory, inventory valuation and accounting.

c) Evaluating the design and testing the implementation and operating effectiveness of the Company''s internal controls over physical verification of inventory, inventory valuation and accounting.

d) Observing the physical verification conducted by management as at the year end including observing compliance of stock count instructions by management personnel, observing steps taken by management to ascertain the existence of inventory on the date of the count (including identification of non-moving, obsolete / damaged inventory), performing independent inventory counts on sample basis and reconciling the same to the management counts and reviewing the reconciliation of the differences in inventory quantity between the physical count and the books of accounts,

e) Checking the accounting of Inventory difference as per the accounting policies of the Company specially those relating to period prior to takeover by the new Management.

f) Testing the costs as calculated by the management on a sample basis by verifying underlying records such as purchase invoices, cost sheets, overhead allocations and capacity utilization certificates as also comparing the cost of the Raw material, Finished goods and Work In Progress with the estimated net realizable value, on sample basis, and checking if those inventories were recorded at net realizable value where the cost was higher than the net realizable value with an overall intent to ascertain that the Valuation was arrived at as per the accounting policy of the Company.

Information Other than the Standalone 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 Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance, Shareholder''s Information and Other Information included in the Company''s Annual Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s reports thereon.

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

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

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

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the IND-AS and other accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Account) 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.

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

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

Auditor''s Responsibility

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

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

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

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

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

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

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

Other Matters:

The Standalone Financial Results of the Company for the year ended 31 st March 2023 were audited by the previous statutory auditors of the Company and they had expressed a disclaimer of opinion on Standalone Financial Results vide their report dated 30th May 2023.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of section 143 (11) of the Companies Act, 2013, we enclose in the Annexure-A, a statement on the matters specified in paragraph 3 & 4 of the said Order, to the extent applicable.

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

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

b) In our opinion, proper books of accounts as required by the law have been kept by the Company, so far as appears from our examination of the said books;

b) In our opinion, proper books of accounts as required by the law have been kept by the Company, so far as appears from our examination of the said books;

c) The Balance Sheet, Statement of Profit & Loss including Other Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls; refer to our separate report in Annexure - B attached herewith.

g) With respect to the matter to be included in the Auditors Report u/s. 197(16) of the Act, in our opinion and according to information and explanations given to us, the remuneration paid by company to its directors is in accordance with the provisions of Section 197 of the Act read with Schedule V in terms of requisite approvals obtained as mandated therein and is not in excess of the limits specified therein.

h) With respect to the other matters to be included in our 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 impact of pending litigations on the financial position are disclosed Note 36 of Notes to the Standalone Financial Statements.

(ii) There are no long-term contracts for which there were material foreseeable losses for which provision is required

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

(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (''Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(v) The Board of Directors of the Company has not declared or paid any dividend during the year.

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

As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024

For Naresh & Co.

Chartered Accountants (F.R.N. 106928W)

CA Abhijeet Dandekar

Place: Ahmedabad Partner

Date: 27/05/2024 (M. R. N. 108377)

UDIN: 24108377BKBOTU8424

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Mar 31, 2023

Diamond Power Infrastructure Limited

Report on the Audit of the Financial Statements Disclaimer of

Opinion

We have audited the financial statements of Diamond Power Infrastructure Limited ("the Company"), which comprise the balance sheet as at 31^st March, 2023, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the Financial Statements ("FS"), including a summary of the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of our report as under, we do not have nor been able to obtain sufficient appropriate recognizable audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

We were not able to conduct our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act due to the details given as under. Our responsibilities under those SAs 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 independent requirements that are relevant to our audit of the financial statements under the provisions of the Act and Rules their under, and we are able to fulfilled our other ethical responsibilities in accordance with these requirements and Code of Ethics. We do not have or obtained sufficient, recognizable and appropriate, audit evidence and information to conclude our audit and give our opinion, so we have given our disclaimer of opinion, we have given important audit observations & information, comes to our best of the knowledge in piecemeal fragments up to the date of signing this report are as under:

a) The Central Bureau of Investigation (CBI) has registered FIR bearing No. 0292018A0006 dated 26^th March 2018 under various Indian Penal Code and prevention of Money Laundering Act, 1988 against the Managing Director, Joint Managing Director and other public servants for cheating of banks for the tune of Rs. 2654.40 Crs. and conducted raid in the Diamond Power Infrastructure Limited on 5^th and 6^th April 2018 at all the places of the company and residence of directors for investigation and filled charge sheet in Hon''ble Special Judge for CBI Court no. 07 at Mirzapur, Ahmedabad on 13^th July 2018, the matter is under legal proceeding.

b) On the basis of CBI FIR, the Enforcement Directorate, Ahmedabad (ED) has registered case, bearing no. ECIR/AMZO/03/2018 dated 5^th April 2018 under the provision of Section 17 of the Prevention of MoneyLaundering Act, 2002 and conducted search at all the places of the company on 9^th April 2018 & attached properties of company & directors by provisionally attached order no. PAO No. 02/2018 dated 24^th April 2018, The ED has filled ECIR sheet on 22^nd December 2018 with The Hon''ble Court of Principal District & Sessions Judge (Ahmedabad Rural) and Hon''ble Designated special court under the prevention of Money-Laundering Act, 2002, At Ahmedabad, the matter is under legal proceeding.

c) On the basis of CBI FIR, the Directorate of Investigation of Income Tax department has carried out search and seizure U/s 132 of the Act on 10/04/2018 and subsequently a notice U/s 153 A of the Act was issued on 25/10/2018 to file Income Tax returns, the company has filled Income tax returns U/s 139(4) and declared losses of Rs. 715.67 Crs., which was marked as defective returns by IT department. Against that, various notices were given to the company to file ITR of the company but the company has not filled Income tax returns, subsequently as required notices were served by IT department to the company and due to non-availability of

information and records special audit was carried out U/s 142(2A) by the M/s Talati & Talati LLP Chartered Accountants and IT department has added various addition and Assessment order for FY 2017-18 / AY 201819 dated 01/07/2023 is received by the company with tax demand of Rs. 37,98,22,980.00 and addition was done for subsequent years as reported in respective paras of the main audit report.

d) The other regulators / departments like GST, Income Tax, SIFO, Serious fraud investigation department of BSE / NSES & others, over and above details give for ED and CBI have also initiated legal proceeding against the directors, employees, other persons and company, at present legal proceeding are going on and we have no details, other than reported in respective paras of this report.

e) In previous years, No operational & Business activities in the office and the factory of the company were conducted ater5^th April, 2018 onwards as most of staff and employees had left the organization, except activities related to resolution process as required by resolution professional. All Accounting and operational records like accounting vouchers of cash and bank, office business files, sales and purchase invoices, Journal vouchers, purchase and sales orders etc. and others audit required evidences papers were taken by CBI and ED as per Panchama dated 6^th April 2018 and 9^th April 2018 respectively. Therefore, no required audit papers and audit evidence papers were provided to us, except few bank and journal vouchers to carry out audit as required as per guidance note of ICAI, so based on few available records and financial statements provided to us by RP /suspended management, we have carried audit with available data, as and were basis.

f) The Company did not produce us the Statutory Registers and records as required to be maintained and kept by it under the provisions of the Companies Act, 2013;

g) The Company has not filed any forms or returns with the Registrar of Companies or Regional Director, Central Government, the Tribunal, Court or other statutory authorities like PF, ESI, labour law etc during the year under review.

h) Company has not provided us differed tax liabilities working in view of continuously incurring losses in past financial years, with accumulated carried forward losses of past years and also do not anticipate any profitability in the company in near future.

i) The Hon''ble National Company Law Tribunal, Ahmedabad ("NCLT") by an order dated 24th August, 2018 admitted the Corporate Insolvency Resolution Process ("CIRP") application filed by financial creditors and Mr. Bhuvan Madan (Registration No. IBBI/IPA-001/IP-P01004/2017-2018/11655) has been appointed as Resolution Professional ("RP") for the Company wide order dated October 23, 2018 to conduct CIRP of DIAMOND POWER INFRASTRUCTURE LIMITED (DPIL), we have been informed by Resolution Professional (RP), after taking over the charge of the management of the DPIL on October 23, 2018, about the ongoing investigations being conducted by the offices of the Directorate of Enforcement ("ED") under Prevention of Money Laundering Act, 2002 ("PMLA"), by the Central Bureau of Investigation ("CBI") and the Income Tax Authorities under the Income tax Act, 1961 into the affairs of DPIL and whereby most of the documents pertaining to DPIL had already been seized by the ED and CBI. The present new RP Mr. Prashant Jain is appointed as the Resolution Professional ("RP") vide order dated 4^th May 2021 in term of the Insolvency and Bankruptcy Code, 2016 ("Code") to manage the affairs of the Company as per the provisions of the Code.

In view of the possible effects of the matters described in points no. a) to i) above, we have not been able to comment on the Company''s compliance of the covenants in respect of all borrowings and consequential implications including disclosures, if any.

In view of the above and pending outcome of ongoing investigation, we have not been able to comment on the completeness and appropriateness of the balances in relation to these subjected matters as quoted in the financial statements and the consequential impact that the outcomes of the investigations may have on the financial statements and the provisions made by the Present Management during this year.

The Key Audit Matters

In our professional judgment, Key audit matters (''KAM'') are matters with, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have reported important Key audit matters as under. Due to the non-availability of supporting documents/ opinions, we have not provided our responses to the key audit matters.

1. The Hon''ble NCLT vide its order dated June 20, 2022 has approved resolution plan submitted by M/s GSEC Limited in consortium with Mr. Rakesh Shah. Thereafter, as per approved Plan, a Monitoring Committee was constituted to take necessary actions for implementation of the approved Resolution Plan. At present the ED has not released the charges on assets of the company, hence company has filed petition to Honorable Supreme Court for release of charge and matter is under legal process as per the information provided to us.

2. On Trigger date i.e. September 17, 2022, M/s GSEC Limited in consortium with Mr. Rakesh Shah has taken over charge of the company and has reconstituted the Board of Directors of the company (''Board'') and new management (''New Management'') was put in place to implement the Resolution Plan as approved by the NCLT vide order dated June 20, 2022, as per the approved resolution plan, company has to pay Rs. 501 Crs in the period of 5 years and Rs. 1,899 Crs at the end of 30 years in form of 0.01 % Unsecured redeemable bond. Out of Rs. 501 Crs., Rs. 20 Crs to meet resolution cost, Rs. 5 Crs for operational Creditors, Rs. 2.40 Crs to meet employees liabilities and Rs. 473.60 Crs to be paid over period of 5 years to financial creditors. During the year company has paid Rs. 71.70 Crs to Financial creditors and separately created liabilities towards nonconvertible debentures of Rs. 33.16 Crs.

3. The current year results prepared in compliances with the NCLT approved resolution plan and reduced equity share holding of existing share holders to 1 % of paid-up equity share capital as per FY 2021-22, reduced nonconvertible preference shares entire amount, issue of new equity shares to new management of Rs. 50 Crs., written off liabilities as per the resolution plan and provided for known assets outstanding. All accounting treatments given through capital reserves account directly as per the plan and not as required under IND AS.

4. During the financial year, in compliances with the Hon. NCLT approved resolution plan, company has issued

0.01 % per annum Unsecured redeemable bond with maturity amount of Rs. 1,899 Cr. at the end of 30 years. The company has accounted full value of maturity bond value as liabilities in current financial year instead of accounting net present value of Rs. 25.67 Cr. as per the requirements of IND AS. Further, these bonds are repurchased by Gomax Aviation Pvt. Ltd. (SPV of RA) from respective banks / FIs through repurchase agreements for Rs. 25.67 Cr. (NPV as on date). The company has accounted this transaction as advance received from the Gomax Aviation Pvt. Ltd. and liability of Rs. 1,899 Cr. as bond payable as on reporting date. So to that, extent non compliances with IND AS.

5. The company has carried forward PPE Assets outstanding as it is from FY 2017-18 onwards, The company has not carried out detailed assessment of the useful life of Company''s assets as company is in progress of updating fixed assets register, so assets wise useful life working is not possible, hence depreciation has been adjusted, based on past historical trend and not as per the notification to Schedule II of the Companies Act, 2013. We are unable to comment on the impact on statement of Profit & Loss Account.

6. The company has not complied with Ind AS - 19, with respect to employee benefits. Actuarial valuation certificate has not been obtained for gratuity and other post-employment benefits.

7. The Company has, on the basis of their internal evaluation, valued inventories at Rs. 4740.40 lakhs. In the view of current CIRP Process, no production activities since long time and in absence of valuation report and any supporting papers, we are unable to comment on the realizability of the inventories.

8. Internal Audit Report were not available for the full year of operations, so we are not able to give our comments on internal control in the company.

9. We have also examined non-compliance with the applicable provisions of the following up to cut off date of 17/09/2022:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Secretarial Standard 1 is not applicable as No Board Meeting or Meeting of Committee of Board of Directors.

(ii) The Listing Agreement entered into by the Company with the Stock Exchanges read with Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.

10. Balances under sundry debtors and sundry creditors, Investments, loans and advances given by the old

management of the company, it was provided and effects of it given to Capital reserves account directly, as realizability of it not ascertainable.

11. Associates and subsidiary companies of old management are under CIRP process / liquidation, no audited Financial Statements available and grouped together, it was provided and effects of it given to Capital reserves account directly, as realizability of it not ascertainable.

12. As per the approved resolution plan of NCLT order dated 20/06/2022, all statutory liabilities to be payable as per order only, so in past company has received the assessments orders and notices for demand from the income tax department for the Assessment Year 2013-14 (Rs. 271.18 Crs.), 2014-15 (Rs. 404.64 Crs), 2015-16 (Rs. 188.18 Crs.), 2016-17 (Rs. 161.42 Crs.), 2017-18 (Rs. 90.35 Crs.), 2018-19 (Rs. 37.98 Crs.) total demand of Rs. 1153.77 Crs. will not be payable by the company as per submission received by us.,

13. The company has reported, net closing balance transections of related party in schedule 33 of enclosed AFS instead of reporting gross transections done during the year, so to that extent deviation in IND AS.

14. We have reported information and details available and given to us by the company, in this audit report, there may be additional information over and above not reported or available with us.

Information Other than the Financial Statements and Auditors'' Report Thereon

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact and information available with us and it is reported in basis for disclaimer of opinion, key audit matters and in other applicable paras and schedules of main financial statements.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors/Resolution Professional / Management 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards

specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Board of Directors / Resolution Professional / New Management are also responsible for overseeing the Company''s financial reporting process.

The Hon''ble NCLT vide its order dated June 20, 2022 has approved resolution plan submitted by M/s GSEC Limited in consortium with Mr. Rakesh Shah. Thereafter, as per approved Plan, a Monitoring Committee was constituted to take necessary actions for implementation of the approved Resolution Plan. At present the ED has not released the charges on assets of the company, hence company has filed petition to Honorable Supreme Court for release of charge and matter is under legal process as per the information provided to us. On Trigger date i.e. September 17, 2022, M/s GSEC Limited in consortium with Mr. Rakesh Shah has taken over charge of the company and has reconstituted the Board of Directors of the company (''Board'') and new management (''New Management'') was put in place to implement the Resolution Plan as approved by the NCLT vide order dated June 20, 2022. The current year results prepared in compliances with the NCLT approved resolution plan. all accounting treatments given through capital reserves account directly as per the plan and not as required under IND AS.

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit for the current year under reporting only. We are able to get required audit papers, information, supporting and documents for current year under reporting, however we were not able to give comments on previous financial years, due to details given in paras of basis of opinion and key audit matters, further current year under audit may have material impacts as company has carried forward opening balances of assets and liabilities from previous years. So based on details given in this para, we also conform for current year under reporting that :

• 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 Act, 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.

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

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

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

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

Repost on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government in terms of section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in the Order, to the extent applicable, which is subject to the possible effect of the matters described in the Basis for Disclaimer of Opinion section above.

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

a) As described in the Basis for Disclaimer of Opinion section above, we have sought but were not able to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether 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) Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion section above, the aforesaid financial statements do not comply with the Indian Accounting Standards prescribed 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^st March, 2023 taken on record by the new management and Board of Directors, none of the directors are disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act..

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses disclaimer of opinion on the Company''s internal financial controls over financial reporting for the reasons stated therein.

g) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act as amended:

In our opinion and according to the information and explanations given to us, the remuneration paid by the company to new management and board members, which are incorporated in India to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditors'' 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 many pending litigations which would impact its financial position.

ii. Due to non-availability of details, we are not able to comments on this point.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than disclosed in notes, to the Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or

the like on behalf of the Ultimate Beneficiaries (b) The Management has represented, that, other than disclosed in notes, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under

(a) and (b) above, contain any material misstatement..

v. 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 April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

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

For : A Yadav & Associates LLP Chartered Accountants FRN : 129725W/W100686

CA Arvind K. Yadav, Partner Place : Baroda

UDIN : 23047422BGUTGV6694 Date: 30/05/2023

ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF DIAMOND POWER INFRASTRUCTURE LTD FOR THE YEAR ENDED 31^st MARCH 2023 (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i (a) (A) The Company is in process of updating proper records of Property, Plant and Equipment regarding

particulars including quantitative details and situation of the said assets at the end of the financial YEAR.

(B) The Company is not having any intangible assets. Hence the provisions of clause (i)(a)(B) of paragraph 3 of the order is not applicable to the company.

(b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matters section above in main report, so we are not able to comments on this para.

(c) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matters

section above in main report, so we are not able to comments on this para.

(d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matters section above in main report, so we are not able to comments on this para.

(e) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matters section above in main report, so we are not able to comments on this para.

ii (a) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit

matters section above in main report, so we are not able to comments on this para.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of the security of current assets at any point of time in previous years. All loans were classified as NPA by banks and company has defaulted in payment of loans. During the year new management has taken over charge of the company from cut off date i.e. 17/09/2022 and after that, no new bank / FIs loan sanctioned to the company.

iii Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matters section above in main report, we have not been able to comment whether the Company has granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Act during the year, however during the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022 and after that, no new granted by the company. In view of the foregoing, we have been not able to comment on the Clause iii (a), iii (b), iii (c), iii (d), iii (e) and iii (f) of the said Order.

iv According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has given loans and provided guarantees or securities as specified under Section 185 of the Companies Act, 2013 ("the Act") and the company has provided guarantee or securities as specified under Section 186 of the Act 2013 to associates and subsidiary companies, corporate guarantees was en-cashed for Rs. 114 Crs. for DPTL and Rs. 3.35 Crs for DIL in previous financial years and further, in our opinion, the company has not complied with the provisions of Section 186 of the Act in relation to loans given, guarantees provided and investments made. however, during the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022 and after that, no new loan / guarantees granted by the company

v In our opinion and according to information and explanations given to us, the company has not accepted any deposits or amounts which are deemed to be deposits from the public, except unsecured loans from subsidiaries, directors and associates companies, friends and relatives amounting to Rs. 4731.85 Lakhs in previous financial years and during the current year new management of the company has taken unsecured loan from company under same management amounting to Rs. 43.51 Crs. at interest rate of 10 % p.a. and repayment terms and conditions yet to be fixed.

vi According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 in respect of the products dealt with by the company. Due no major manufacturing activities in the company, company has not prepared cost records as required.

vii (a) The company has liability in respect of Service Tax, Duty of excise, Sales tax and Value added tax during the

year since effective 1st July 2017, these statutory dues /returns have not been submitted to Goods and Services Tax ("GST")

According to the information and explanations given to us and on the basis of our examination of the records of the company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including GST, Provident Fund, Employees'' State Insurance, Income Tax, Duty of Customs, Cess and other statutory dues to the extent applicable to the company has not deposited by the company with the

appropriate authorities within the prescribed time limits, however, during the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022 and after that no undisputed statutory liabilities were unpaid.

(b) As reported in main report under the "Key audit matters", company has default in payment of undisputed amounts in respect of GST, Provident Fund, Employees'' State Insurance, Income Tax, Duty of Customs, Cess and other statutory dues to the extent applicable to the company were in arrears as at 31st March 2022 and also not paid for a period of more than six months from the date they became payable for previous financial years. however, during the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022 and after that no undisputed statutory liabilities were unpaid.

viii Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion and key audit matter section above in main report for previous financial years. During the year new management has taken over charge of the management of the company from cutoff date i.e. 17/09/2022 and after that the company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

ix (a) According to the information and explanations given to us and on the basis of our examination of the records

of the company, the company has defaulted in the repayment of all loans or borrowings, in the payment of interest thereon to all lenders and classified all borrowing as NPA by banks and Fis in previous financial years. During the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022, as per the NCLT resolution plan order dated 20/06/2022 for repayment of old defaulted loan of banks / FIs, company has to pay Rs. 501 Crs in the period of 5 years and Rs. 1,899 Crs at the end of 30 years in form of 0.01 % unsecured redeemable bond. Company has not taken any type of new loan from Banks /FIS, so reporting under this clause and clause ix (b), ix (c), ix (d), ix (e), ix (f) are not required.

x (a) The company has not raised any moneys by way of initial public offer or further public offer (including debt instruments), during previous year bank debts were converted to equity shares to comply restructure mechanism of RBI in the year January 2017. During the year new management has taken over charge of the company from cutoff date i.e. 17/09/2022 and issued and allotted fully paid equity shares amounting to Rs. 50 Crs to the new management in compliances with NCLT approved resolution plan order dated 20/06/2023.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, In current year, company has written of fully paid equity shares and preference shares holding in compliances in compliances with NCLT approved resolution plan order dated 20/06/2022, during the current year company has issued new equity shares to the new management at Rs. 10 per shares, nos. for 500 Lacs equity shares and continuation of 1 % of old fully paid equity shares holding nos 26.97 Lacs amounting Rs. 269.71 Lacs, required in principal approval from NSE received in March 2023 & BSE approval is under process.

Further as per the NCLT resolution plan order dated 20/06/2022, company has to pay Rs. 501 Crs in the period of 5 years and Rs. 1,899 Crs at the end of 30 years, so to meet this liabilities company has issued 0.01 % unsecured redeemable bond and accounted full maturity value as liabilities in the FS, instead of recording of NPV as per requirements of IND AS.

xi (a) Based on examination of the books of records of the company and according to the information and explanations given to us, considering the principles of materiality outlined in the Standards on Auditing, we report that no fraud by the company or on the company has been noticed or reported during the course of the audit during the year.

(b) According to the information and explanations given to us, no report under subsection (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As per the information given to us, no whistle blower complaints were received by the company during the year.

xii According to the information and explanations given to us, the company is not a Nidhi Company. Accordingly,

clause 3(xii) of the Order is not applicable.

xiii In our opinion and according to the information and explanations given to us, the transaction with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards except, During the financial year, in compliances with the Hon. NCLT approved resolution plan, company has issued 0.01 % per annum Unsecured redeemable bond with maturity amount of Rs. 1,899 Crs at the end of 30 years. The company has accounted full value of maturity bond value as liabilities in current financial year instead of accounting net present value of Rs. 25.67 Crs. as per the requirements of IND AS. Further, these bonds are repurchased by Gomax Aviation Pvt. Ltd. (SPV of RA) from respective banks / FIs through repurchase agreements for Rs. 25.67 Crs. (NPV as on date). The company has accounted this transaction as advance received from the Gomax Aviation Pvt. Ltd. and liability of Rs. 1,899 Crs. as bond payable as on reporting date. So to that, extent non compliances with IND AS.

xiv (a) In our opinion and according to the information and explanations given to us and our audit procedures, the company has yet to start Internal Audit System commensurate with the size and nature of its business, as new management has taken the company from cutoff date and no major operational activities up to March 2023. Company has appointed internal auditor, but the report was under finalization and not give to us, so we are not able to give our view on it.

(b) We have not received the Internal Audit Reports of the company issued till date for the period under review, so we are not able to give our view on it.

xv In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the company, except , During the financial year, in compliances with the Hon. NCLT approved resolution plan, company has issued 0.01 % per annum Unsecured redeemable bond with maturity amount of Rs. 1,899 Cr. at the end of 30 years. The company has accounted full value of maturity bond value as liabilities in current financial year instead of accounting net present value of Rs. 25.67 Cr. as per the requirements of IND AS. Further, these bonds are repurchased by Gomax Aviation Pvt. Ltd. (SPV of RA) from respective banks / FIs through repurchase agreements for Rs. 25.67 Crs. (NPV as on date). The company has accounted this transaction as advance received from the Gomax Aviation Pvt. Ltd. and liability of Rs. 1,899 Crs. as bond payable as on reporting date. So to that, extent non compliances with IND AS.

xvi (a) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, clauses 3(xvi)(a) and 3(xvi)(b) of the Order are not applicable.

(b) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clauses 3(xvi)(b) of the Order are not applicable.

(C) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CICs. Accordingly, clause 3(xvi)(d) of the Order is not applicable.

xvii The company has incurred substantial cash losses in the current and in the immediately preceding financial years.

xviii There has been no resignation of the statutory auditors during the year.

xix According to the information and explanations given to us and on the basis of the financial ratios, ageing and

expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. The new management has taken over the company from cutoff date i.e. 17/09/2022 and prior to that, company was defaulted in repayment of all liabilities. We have given our view based on the strength of new management of the company only. We, however, state that this is not an assurance as to the future viability of the company. We further stated that

our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx In our opinion and according to the information and explanations given to us, there is no liability of the company under section 135 of the Act relating to corporate social responsibility pursuant. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For : A Yadav & Associates LLP Chartered Accountants FRN : 129725W/W100686

CA Arvind K. Yadav, Partner

Place : Baroda

UDIN : 23047422BGUTGV6694 Date : 30/05/2023

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Mar 31, 2016

TO THE MEMBERS OF Diamond Power Infrastructure Limited REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Diamond Power Infrastructure Limited ("the Company"), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the 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 auditors'' 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 standalone financial statements.

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

BASIS FOR QUALIFIED OPINION

1. As stated in note 45 to the standalone financial statements, the Company does not have system of maintaining material

wise details of sales, purchases and consumption. Accordingly, breakup of amount of major sales, purchases and major raw materials consumed under broad heads is not disclosed in the standalone financial statements as required by Schedule III of the Act. Further, the Company does not have system of maintaining listing of purchase order for capital goods. Accordingly, the details of capital commitment is not disclosed in the standalone financial statements and the impact of which is not ascertainable at this stage.

2. As stated in note 48 to the standalone financial statements, the Company does not have a cost of each of the assets, its significant component and capital work in progress capitalized during the year and in earlier years. The depreciation charge for the year is worked out on the basis of the gross value of assets as classified in the standalone financial statements. The depreciation charge calculated on the said basis could be different, if worked out on the basis of the cost of individual asset. The aforesaid matters can have an impact on the profit for the year, reserves as the year end and the value of net assets carried forward in the standalone financial statements. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph which is unascertainable at this stage, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2016, its loss and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order, 2016 (‘the Order''), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

As required by sub-section (3) of Section 143 of the Act, we report that:

(a) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, 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) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, 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) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, 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 matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse impact on the functioning of the Company;

(f) on the basis of the written representations received from the Directors as on 31 March 2016 taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2016 from being appointed as a Director in terms of Section 164(2) of the Act;

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

(h) the with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in the Annexure B; and

(i) with respect to the other matters to be included in the Auditors'' 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:

1. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 34 to the financial statements;

2. the Company did not have long-term contracts including derivative contracts for which there were any material foreseeable losses; and

3. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2016.

(i) (a) The Company is in the process of updating the fixed assets register showing full particulars of its fixed assets.

(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets by which the all fixed assets are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, land, building and significant plant and machinery has been physically verified by the management along with an independent value during the year. The discrepancy between the physical verification and book record, if any, would be dealt with on updating of fixed assets register.

(c) As informed to us, the title deeds of all lands owned by the Company are deposited with debentures trustee. We have received confirmations from the debenture trustee confirming of holding of title deeds. With respect to buildings, we have verified the same with the property tax payment challis. The Company would reconcile the title deeds of all immoveable properties which are lying with debenture trustee with the fixed asset register.

(ii) The inventory, other than goods in transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. In respect of stocks lying with third parties at some of the location, the management has performed joint physical verification with such third parties as at the year end. The discrepancies noticed on verification between the physical stocks and the book records (including stocks as recorded on the basis of joint verification) were not material and the same have been properly dealt with in books of account.

(iii) The Company has granted unsecured interest free loans to associate companies covered in the register maintained under section 189 of the Act.

a. In our opinion, the terms and conditions of such loans considering the purpose for which it was given except not recovering the interest till the transactions fructifies is not prejudicial to the interest of the Company.

b. The terms and conditions of these loans are without any stipulation for repayment as such loans are given for specific purpose.

c. According to the information and explanation given to us, the Company has not demanded any amount for repayment of principal or interest for loans granted. Hence, there are no overdue amounts.

(iv) In our opinion and according to the information and explanation given to us, the Company has not granted any loan, made any investment or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year with the appropriate authorities though there have been few delays in case of tax deducted at source, professional tax, employee state insurance corporation, provident fund.

(viii) In our opinion and according to the information and explanations given to us pursuant to approval of restructuring with respective banks as per master re-structuring agreement, the Company has not defaulted in repayment of dues to any banks or financial institutions or its debenture holders. The Company does not have any loans or borrowings from government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise and Value added tax as at 31 March 2016, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of Statute	Nature of Dues	Amount Demanded (Rs.)	Amount unpaid (Rs.)	Period to which amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise duty	10.08	10.08	2015-16	Commissioner of Excise and Customs
Central Excise Act, 1944	Excise duty	12.82	11.41	2014-15	Custom Excise & Service Tax Appellate Tribunal
Finance Act, 1994	Service tax	8.80	8.14	2014-15	Commissioner of Excise and Customs
Central Excise Act, 1944	Excise duty	86.25	78.82	2013-14	Custom Excise & Service Tax Appellate Tribunal
Finance Act, 1994	Service tax	8.33	8.33	2012-13	Commissioner of Excise and Customs
Central Excise Act, 1944	Excise duty	11.21	11.21	2012-13	Custom Excise & Service Tax Appellate Tribunal
Central Excise Act, 1944	Excise duty	39.29	21.88	2011-12	Custom Excise & Service Tax Appellate Tribunal
Finance Act, 1994	Service tax	45.04	45.04	2008-09	Custom Excise & Service Tax Appellate Tribunal
Central Excise Act, 1944	Excise duty	11.85		2008-09	Custom Excise & Service Tax Appellate Tribunal

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. As the Company has not provided the information correlating the funds raised to the end use of term loan, we are unable to comment whether the money raised through term loans have been applied for the purpose for which they were raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the Company has entered into transactions with related parties and the details of such related party transactions have been disclosed in the financial statements as required by Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the

Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. However, in absence of adequate documentation, we are unable to comment whether transactions with related parties are in compliance with the provisions of Sections 177 and 188 of the Act where applicable.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable, to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

QUALIFIED OPINION

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at 31 March 2016:

a) The Company has not updated fixed asset register giving breakup of cost of each class of assets and its component and Capital Work in Progress, so as to enable reconciliation of physical verification with financial records and ascertainment of depreciation/impairment. This may have an effect on incorrect reporting of profit/ loss, net fixed assets, including Capital Work in Progress and the reserves at the end of the year.

b) The Company needs to maintain records of movement of inventories at third party site to ensure control over the same. This may have an effect of incorrect reporting to banks and internal MIS to the management.

c) The Company should maintain adequate documentation to directly support the arm''s length price for transactions with related party to ensure compliance with the requirement of the Accounting Standard and the Act.

d) The Company needs to strengthen its documentation over purchase and sales of bought out components to ensure adequate internal checks and correct accounting of the transactions.

e) The Company needs to maintain material wise details of sales, purchases and consumption. Further, the Company needs to maintain listing of purchase order for capital goods to determine capital commitment. This will ensure compliance with the disclosure requirement of the Act.

A ‘material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31 March 2016 financial statements of the Company, and these material weaknesses except to the extent as reported in our opinion of even date does not affect our opinion on the financial statements of the Company.

For B S R & Co. LLP For ABCJPR & CO

(Name changed from A Yadav & Associates)

Chartered Accountants Chartered Accountants

Firm''s Registration No: Firm''s Registration No:

101248W/W-100022 129725W

Vijay Bhatt Arvind Yadav

Partner Partner

Membership No: 036647 Membership No: 047422

Vadodara Vadodara

21 July 2016 21 July 2016

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Mar 31, 2015

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Diamond Power Infrastructure Limited ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 profit and its cash flows for the year ended on that date subject to our Report as under:

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

e) on the basis of the written representations received from the directors as on 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; and

f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigation on its financial Position - Refer Note 9 of Part A of Notes to accounts; ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

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

i. a) The Company has maintained proper records showing full particulars, including Quantitative details and situation of fixed assets, however the same has not been updated. b) As explained to us, fixed assets have been physically verified by the management at regular intervals although no verification report was provided to us hence we are unable to comment on any material discrepancies noticed on such verification.

ii. a) As informed to us, physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business on the basis management representation for inventory details received.

c) In case of maintaining proper records of Inventories, we like to comment that same are maintained properly as per the available records and representation produced before us.

iii. The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

iv. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. The Company has not accepted any deposits from the public.

vi. As informed to us, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. However, Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the Audit Report.

vii. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 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 material dues of wealth tax, income tax, sales tax, service tax, duty of customs and cess and value added tax which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us, there has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund.

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

ix. The Company has restructured its debts with financial institutions, banks and debenture holders during the year under review and the same was approved by JLF and IEC.

x. According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions where of, in our opinion, are not prima-facie prejudicial to the interest of the company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Vijay. N. Tewar & Co.

(Chartered Accountants)

Vijay N. Tewar

Proprietor

Date : 30th May, 2015 FRN:111422W

Place : Vadodara Membership No. 040676

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Mar 31, 2014

We have audited the accompanying financial statements of Diamond Power Infrastructure Limited (''the company'') which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year 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 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act 2013 . This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

ii. in the case of the statement of profit and loss, of the profit 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.

REPORT ON OTHER LEGAL AND REGuLATORY REQUIREMENTS

1. As required by the Company''s (Auditor''s Report) Order, 2003 (the ''Order''), as amended by Companies (Auditors'' Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Act

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 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act 2013.; and

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

Annexure to the Auditors'' Report

1 (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the physical verification of its fixed assets located at the plants & offices have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/disposed off substantial part of its Fixed Assets.

2 (a) Physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

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

(c) In case of maintaining proper records of Inventories, we are able to comment that same are maintained properly as per available records shown to us.

3 (i) The company has not granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly, para (3)(i)(b) to (3)(i) (e) of the order are not applicable.

(ii) (a) The company has taken during the year loans, secured or unsecured amounting to Rs. 1,17,17,863/- from companies, firms or other parties listed in the register maintained under Section 301 of companies Act,1956. The same have been entered in the register maintain under section 301 of the Companies Act,1956.

(b) As informed to us by the company based on management report, the terms and conditions of Loans are prima facie not prejudicial to the interest of the company.

(c) As stated above in the para (b) the loans have been taken from the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that instalment payments are regular or not.

(e) As stated in the point no (d) above, there are no stated terms and condition for the same and hence we are unable to comment whether repayment of principal and interest was regular or not.

4 In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipments and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5 (a) In our opinion and according to information and explanations given to us , the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) in our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts and arrangement referred to in 5(a) above and exceeding the value of Rs.5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 According to the information and Explanations given to us, the company has not accepted any deposits from the public during the yearly within the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under to the extent applicable.

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

8 Based on the information and explanation furnished to us , the maintenance of cost records under Section 209(1)(d)of the Companies Act, 1956 is applicable to the company. Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the audit report .

9 (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax,

Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays in deposits have not been serious.

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

10 The Company has no accumulated losses as at March 31st, 2014 and it has not incurred cash losses in the financial year ended on that date or 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 the financial institutions or bank or debenture holders as at the Balance Sheet date.

12 As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13 The provision of any special statute applicable to Chit fund/ nidhi /mutual benefit fund / societies are not applicable to the company.

14 The company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirement is not applicable.

15 According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the company.

16 Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18 According to the information and explanations given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period and the same is not prima -facie prejudicial to the interest of the company

19 According to the information and explanations given to us, the Company has not issued any debentures during the year .The Company has Non-convertible debentures of Rs 100 Crores.

20 According to the information and explanation given to us , the company has issued fully convertible equity warrant during the year to the Preferential shareholders of the company . Further the same has been converted during the year itself in the equity shares which are not prima -facie prejudicial to the interest of the company

21 According to the information and explanations given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the course of our audit.

For Vijay N. Tewar & Co.

Chartered Accountants FRN: 111422W CA Vijay N. Tewar

Date: 30.05.2014 Proprietor

Place: Vadodara M.N.: 040676

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Diamond Power Infrastructure Limited (''the company'') which comprise the Balance Sheet as at 31 March 2013, 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 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

ii. in the case of the statement of profit and loss, of the profit 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. Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, 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; and

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

1 (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the physical verification of its fixed assets located at the plants & offices have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/ disposed off substantial part of its Fixed Assets.

2 (a) Physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

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

(c) In case of maintaining proper records of Inventories, we are able to comment that same are maintained properly as per available records shown to us.

3 (i) (a) The company has granted loans, secured or unsecured of 151.28 million to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the absence of loan agreement, we are unable to comment on this para, however as informed to us by the company such payment have been made by the company in the ordinary course of business. However based on management report, the terms and conditions of Loans are prima facie not prejudicial to the interest of the Company.

(c) As stated above in the Para (b) the loans have been granted to the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that installment payments are regular or not.

(e) As stated in the point no(d) above, we are unable to comment whether repayment of principal and interest was regular or not.

(ii) The company have not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5 (a) In respect of contracts or arrangements to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the company have entered in contracts or arrangements that need to be entered in the register referred to in the section 301 have been so entered. (b) We are unable to comment in case of each of such transaction is in excess of Rs 5 Lakhs in respect of any party, the whether they have been made at a price which are prima facie reasonable having regard to prevailing market price at the relevant time, as we are not unable to compare it with the competitor price.

6 According to the information and Explanations given to us, the company has not accepted any deposits from the public during the yearly within the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under to the extent applicable.

7 In our opinion in respect of adequacy of Internal Audit System, the company needs to be strengthened its internal Audit System to make it commensurate with its size and nature of business.

8 (a) We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 related to manufacture of electrical goods, and we are of the opinion that prima facie, the prescribed accounts andrecords have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(b) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of Cost records under clause (d) of sub section (1) of section 209 of the Companies Act 1956 for products of the Company.

9 (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays in deposits have not been serious. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

10 The Company has no accumulated losses as at March 31st, 2013 and it has not incurred cash losses in the financial year ended on that date or 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 the financial institutions or bank or debenture holders as at the Balance Sheet date.

12 As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13 The provision of any special statute applicable to Chit fund/ nidhi /mutual benefit fund / societies are not applicable to the company.

14 The company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirement is not applicable.

15 According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the company.

16 Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18 According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period.

19 According to the information and explanations given to us, the Company has created security or charge in respect of debentures issued.The Company has Non-convertible debentures of 100 Crores.

20 The company has not raised any money by public issue during the year.

21 As per the Circular No. 62/2011 of the Ministry of Corporate Affairs, Company has prepared its financial report as per revised Schedule VI of the Companies Act, 1956.

22 According to the information and explanations given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the course of our audit.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Proprietor

Membership No. 040676

Place : Vadodara

Date : 22nd May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Diamond Power Infrastructure Ltd (herein after referred to as the "Company") as at 31st March, 2012 and also the annexed profit and loss Account and the cash flow statement for the financial year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express are opinion on these financial statements based on our audit.

2. We have 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 material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such check of the books and records of the Company produced before us and as considered appropriate by us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b. In our opinion, the Company has kept proper books of account as required by law so far as it appears from our examination of the books and proper returns adequate for the purpose of our audit.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the aforesaid books of accounts.

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

e. On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of subsection(1) of Section 274 of the Companies Act, 1956.

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

I) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2012; and

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

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

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

(b) All fixed assets were physically verified by the management in the current year in accordance with a planned programme of verifying them at reasonable intervals which, in our opinion, is rational having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

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

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

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 and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5,00,000 have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, related to the manufacture of electrical goods, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

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

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

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

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no outstanding dues to financial institutions or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18. 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 as there is no allotment of shares during the year under review.

19. The Company did not have any outstanding debentures of Rs.100 Crores as at 31st March, 2012.

20. The Company has not raised money by way of public issue of shares/ debentures in the current year.

21. As per the recent Circular no. 62/2011 of the Ministry of Corporate Affairs Company has prepared its financial report as per revised Schedule VI of the Companies Act, 1956.

22. 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 year.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Proprietor

Membership No. 040676

Place: Vadodara

Date: 13th August, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Diamond Power Infrastructure Ltd (herein after referred to as the "Company") at 31st March, 2011 and also the annexed profit and loss Account and the cash flow statement for the financial year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principal used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such check of the books and records of the Company produced before us and as considered appropriate by us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

2. In our opinion, the Company has kept proper books of account as required by law so far as it appears from our examination of the books and proper returns adequate for the purpose of our audit.

3. The Balance Sheet and Profit and loss Account dealt with by this Report are in agreement with the aforesaid books of accounts.

4. In our opinion, the Balance sheet, Profit and Loss Accounts and Cash Flow Statement of the company dealt with by this report, generally comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

5. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

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

I) In the case of balance sheet of the State of affairs of the Company as at 31st March 2011

and

II) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

III) In the case of Cash Flow Statement, of the Cash Flow as on that date.

Annexure to Auditors' Report

1. (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b As explained to us, the physical verification of its fixed assets located at the plant have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/disposed off substantial part of its Fixed Assets accept reclassification of Assets grouping in Land, Building, Plant & Machinery and capital work in Progress.

2. (a) The Inventory of Finished Goods, Stores & Spare parts and Raw Materials have been physically verified by the management during the period. In our opinion, the frequency of verification is reasonable.

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

(c) The discrepancy noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. (a) The company has granted an unsecured Loans of Rs 199.25 million to companies, firms or other parties to be listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the absence of loan agreement, we are unable to comment on this para, however as informed to us by the company such payment have been made by the company in the ordinary course of business. The Terms & Conditions of Loans are , in our opinion, prima facie not prejudicial to the interest of the Company

(c) As stated above in the Para (b) the loans have been granted to the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that installment payments are regular or not.

(e) As stated in the point no.(d) above, we are unable to comment whether repayment of principal and interest was regular or not.

The Company have not taken any Loans, secured or un secured, from Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act,1956

4. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) In respect of contracts or arrangements to be entered in the Register to be maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, though the company has entered in contracts or arrangements that need to be entered in the register referred to in the section 301, the company has neither maintained nor entered in the register to be maintained under section 301 of the Act.

(b) In our opinion and according to the explanations given to us by the management, the transactions made in pursuance of contracts or arrangements to be entered in register u/s 301 of the Companies Act, 1956 and exceeding the value of Rs 5 lacks in case of each of such transaction is in excess of Rs 5 Laces in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

7. In our opinion in respect of adequacy of Internal Audit System, the company needs to be strengthened its internal Audit System to make it commensurate with its size and nature of business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act,1956, for the company's products to which the said rules are made applicable and are of the opinion on the basis of explanations given by the management that, prima facie, the prescribed accounts and records for the period under consideration are under preparation and verification by the cost auditor approved by the Central Government. Accordingly, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays deposits have not been serious.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues outstanding as on the last date of the financial yearconcerned, for a period more than six months from the day they became payable.

10. The Company has no accumulated losses as at March 31st, 2011 and it has not incurred cash losses in the financial year ended on that date or 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 the financial institutions or bank or debenture holders as at the Balance Sheet date.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a chit fund/ nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Audit Report) order 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of Guarantees given by the Company for Loans taken by Subsidiary companies from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, on an over all basis the Term Loans have been applied for the purpose for which they have been obtained.

17 According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short term basis have not been used for long term investments.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period covered by our audit report.

19 According to the information and explanations given to us and records examined by us, during the period covered by our audit report, the Company had issued Secured Redeemable Non Convertible Debentures amounting Rs 68 corers and security or charge has been created in respect of the Debentures issued.

20. The company has not raised any money by way off public issue, but it has raised funds by way of Qualified Institutional Placement i.e.QIP.

21. According to the information and explanations given to us, no fraud on or by the company and no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Place: Vadodara Proprietor

Date: 4th August, 2011 Membership No. 40676