ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Aban Offshore Ltd.

Mar 31, 2018

Report on the Ind AS Standalone Financial Statements

We have audited the accompanying Ind AS Standalone Financial Statements of ABAN OFFSHORE LIMITED (“the company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS 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 relevant rules issued there under. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these IndAS 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 Ind AS Standalone Financial Statements are free from material misstatement.

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

An audit also includes evaluating the appropriateness of 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 Ind AS Standalone 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 Ind AS Standalone Financial Statements:

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 2018, its Profit (including other comprehensive income) and its cash flows and changes in equity for the year ended on that date.

Emphasis of matter We draw attention to Note No 8(a) to Standalone Ind AS financial statements:

The Company has defaulted in repayment of instalments and payment of interest on term loans from banks for an amount of INR 4,900.25 million. The Banks have recalled the entire loan outstanding including interest. As such, the Company has re-classified these dues to banks from Non-current Liability to Current Liability during the year.

Our opinion is not modified in respect of above matter. Other matters

The comparative financial information of the Company for the corresponding year ended 31st March 2017, included in these standalone financial results for the year ended 31st March 2018 were audited by predecessor auditor who expressed an unmodified opinion on those financial information/statements on 29th May 2017.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2 As required by section 143(3) of the Act, we further 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 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Ind AS Standalone Financial Statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with relevant rules there under.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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

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

Annexure referred to in Independent Auditors’ Report to the Members of M/s ABAN OFFSHORE LIMITED on the Ind AS Financial Statements for the year ended 31st March 2018, we report that:

i. In respect of its fixed assets:

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us and on verification of documents provided to us, we are of the opinion that the title deeds of immovable properties are held in the Company.

ii. In our opinion the inventories have been physically verified during the year by the Management at reasonable intervals. The material discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

iii. The Company has given unsecured loans during the year and in earlier years to its wholly owned foreign subsidiary being the companies covered in the Register maintained under Section 189 of “the Act”, as shown below:

Company	Unsecured Loan granted during the year (Indian Rupees in Millions)	Loan Amount outstanding at the end of the year (Indian Rupees in Millions)	Maximum amount outstanding during the year (Indian Rupees in Millions)
Aban Holdings Pte Limited,Singapore	62.841	6876.475	6876.475

iv. The Company has granted unsecured loan, provided guarantee and invested in its wholly owned foreign subsidiary and Indian subsidiaries. The Company has also invested in other companies. Based on the information and explanations given to us we are of the opinion that the company has compiled with the provisions of Section 185 and 186 of the Companies Act, 2013, wherever applicable with respect to the said transactions.

v. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of “the Act”and hence 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 are not applicable to the Company at present.

vi. The Central Government has not prescribed maintenance of Cost Records under sub-section (1) of section 148 of “the Act” in respect of business of the company and hence the provision of clause 3(vi)of the Order is not applicable with regard to maintenance of cost records.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, Goods and service tax, and other material Statutory dues as applicable, with the appropriate authorities in India.

(b)There were no undisputed amounts payable in respect of Provident Fund, Employee Staff Insurance, Service Tax, Sales Tax, Income-tax and other material statutory dues in arrears as at 31st March, 2018 for a period of more than 6 months from the date they became payable.

(c) According to the information and explanations given to us, there are statutory dues, which have not been deposited with appropriate authorities on account of dispute as per the details given below.

Name of the Statute	Nature of dispute	Disputed demand in Rs in millions	Period to which the amount relates	Forum where dispute is pending
Income Tax Act 1961	Regular Assessment	556.40	2002-2006	High Court of Madras
Income Tax Act 1961	Regular Assessment	97.48	2008-2009	Commissioner of Income Tax
Income Tax Act 1961	Regular Assessment	396.17	2006-2008	Income Tax Appellate Tribunal
Income Tax Act 1961	Regular Assessment	418.38	2008-2009	Income Tax Appellate Tribunal
Income Tax Act 1961	Regular Assessment	812.00	2009-2010	Income Tax Appellate Tribunal
Income Tax Act 1961	Regular Assessment	1,907.90	2010-2011	Income Tax Appellate Tribunal
Income Tax Act 1961	Regular Assessment	854.33	2011-2012	Income Tax Appellate Tribunal
Income Tax Act 1961	Regular Assessment	1,490.36	2012-2013	Income Tax Appellate Tribunal
Finance Act 1994 (Service Tax dues)	Regular Assessment	17.36	2007	Supreme Court
Finance Act 1994 (Service Tax dues)	Regular Assessment	78.72	2011	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	18.94	2011-2012	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	36.78	2012-2014	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	79.80	2014-2015	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	37.31	2005-2011	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	236.49	2012-2014	CESTAT, Chennai
Finance Act 1994 (Service Tax dues)	Regular Assessment	605.75	2008-2010	CESTAT, Mumbai
Finance Act 1994 (Service Tax dues)	Regular Assessment	166.89	2009-2012	CESTAT, Mumbai
Finance Act 1994 (Service Tax dues)	Regular Assessment	0.46	2015-2016	CESTAT, Mumbai
Finance Act 1994 (Service Tax dues)	Regular Assessment	46.01	2015-2017	CESTAT, Mumbai
Customs Act 1962	Regular Assessment	107.90	2015-2016	CESTAT, Mumbai
Customs Act 1962	Regular Assessment	916.00	2016-2017	CESTAT, Bombay High Court
Sales Tax Act of various states	Regular Assessment	984.90	2010-2011	Joint Commissioner of Sales Tax Appeals
Sales Tax Act of various states	Regular Assessment	459.75	2012-2013	Appellate Authority
Sales Tax Act of various states	Regular Assessment	580.00	2013-2014	Appellate Authority

viii. Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments and payment of interest to banks during the year. The unpaid overdue loan instalments and interest as at 31st March 2018 are as given below:

Name of the Lender	Amount of default including interest payable as at the Balance Sheet Date In INR Million	Period of Default
Punjab National Bank	3,257.33	April 2017 to March 2018
Central Bank of India	1,425.81	June 2017 to March2018
IndusInd Bank	217.11	May 2017 to March2018

The banks have issued notices recalling the dues. As such , the company has classified these dues from Non-current Liability to current liability during the year - refer note no 8(a)

The Company has no dues to Government during the year and has no dues to financial institutions and does not have any debentures.

ix. During the year the Company has not raised moneys by way of initial public offer or further public offer. According to the information and explanations provided to us, the company has not taken any term loan during the year and hence the provision of clause 3(ix) of the Order relating to application of term loan funds is not applicable to the company.

x. During the course of our examination of the books of account, we have neither come across any instance of fraud by the company or any fraud on the company by its officers or employees, either noticed or reported during the year, nor we have been informed of any such case by the Management.

xi. According to the information and explanations provided to us, we are of the opinion that the company has provided and paid the managerial remuneration in accordance with the provisions of section 197 of “the Act”. However, with regard to re-appointment of two non-resident whole time directors, in terms of Part I of Schedule V of “the Act”, the approval of Central Government is awaited.

xii. The company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order, relating to compliance with maintenance of net owned funds and deposits, are not applicable to the company.

xiii. According to the information and explanations provided to us, the transactions entered into by the company, during the year, with the related parties are in compliance with section 177 and 188 of “the Act”. The details of the related party transactions as required by the applicable Indian Accounting Standards have been disclosed by the company in the financial statements.

xiv. During the year under audit, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provisions of clause 3(xiv) of the Order, relating to compliance with section 42 of “the Act”, are not applicable to the company.

xv. According to the information and explanations provided to us, during the year the company has not entered into any non-cash transactions with the directors or persons concerned with him. Hence the provision of clause 3(xv) of the Order, relating to compliance with provisions of section 192 of “the Act”, is not applicable to the company.

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

Annexure B to the Independent Auditors’ Report

Report on the Internal Financial Controls over Financial Reporting under clause (i) of the Sub-section 3 of the Section 143 of the Companies Act, 2013 (‘The Act’)

We have audited the internal financial controls over financial reporting of ABAN OFFSHORE LIMITED (‘the company’) as of 31st March 2018 in conjunction with our audit of Ind AS 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 Act.

Auditor’s 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 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. These standards and guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor’s Judgment, including the assessment of the risk of material misstatement of the Ind AS 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 and the company’s internal financial control 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 Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes these policies and procedures that (1) pertain to the maintenance of records that, in reasonable detailed, 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 Ind AS Financial Statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization 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 Ind AS Financial Statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute Of Chartered Accountants of India.

For P. Murali & Co.,

Chartered Accountants

Firm Registration No: 007257S

P. Murali Mohana Rao

Partner

Membership No. 023412

Place: Chennai

Date: 30.05.2018

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Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Aban Offshore Limited (“the company”), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), Profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

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

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

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

Opinion

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

a) of the state of affairs (financial position) of the Company as at March 31, 2017;

b) of the profit (financial performance including other comprehensive income) for year ended on that date; and

c) of the cash flows and the change in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (the ‘Order’) issued by the Central Government of India in terms of sub-section 11) of Section 143 of the Companies Act, 2013 we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report 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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed 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 31st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164(2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 31 (c) to the standalone Ind AS financial statements.

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

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

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 08, 2016 to December 30, 2016. Based on audit procedures and relying on the Management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 41 to the standalone Ind AS financial statements.

“ANNEXURE A” ANNEXURE TO THE AUDITORS’ REPORT (Referred to in paragraph 1 of our report of even date under the caption “Report on Other Legal and Regulatory Requirements”)

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.

(c) According to the information and explanation given to us and on verification of documents provided to us, we are of the opinion that the title deeds of immovable properties are held in the name of the Company.

(ii) As explained to us, the inventory has been physically verified by the Management at reasonable intervals. The material discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

(iii) The Company has given unsecured loan during the year and in earlier years to its wholly owned foreign subsidiary and in earlier year to its Indian subsidiaries, being the companies covered in the Register maintained under Section 189 of the Companies Act, 2013, as shown below:

Company	Unsecured Loan granted during the year (Indian Rupees in Millions)	Loan Amount outstanding at the end of the year (Indian Rupees in Millions)	Maximum amount outstanding during the year (Indian Rupees in Millions)
Aban HoldingsPte Limited,Singapore	760.49	6830.52	6830.52
Radhapuram Wintech Private Limited, India 1	Nil	10.57	10.57
Aban Green Power Private Limited, India *	Nil	40.00	40.00

* Ceased to be subsidiaries effective December 26, 2016.

(a) In our opinion based on the information and explanations provided to us, the terms and conditions of the grant of the above said loans are not prejudicial to the interest of the Company.

(b) The repayment of principal and payment of interest are on “On Demand” basis as per the loan agreement.

(c) The loans given by the Company are repayable on demand and therefore the question of overdue amount does not arise.

(iv) The Company has granted unsecured loan, provided guarantee and invested in its wholly owned foreign subsidiary and Indian subsidiaries. The Company has also invested in other companies. Based on the information and explanations given to us we are of the opinion that the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 wherever applicable with respect to the said transactions.

(v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the Rules framed there under are not applicable to the Company at present.

(vi) The Central Government has not prescribed maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of business of the Company and hence the provision of clause 3(vi) of the Order is not applicable with regard to maintenance of cost records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above are in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable. We have been informed by the Management that the Company is not required to make contribution to Employees State Insurance fund.

(b) According to the information and explanations given to us, there are statutory dues, which have not been deposited with appropriate authorities on account of dispute as per the details given below. However there are no such dues on account of excise duty.

Income Tax:

Income Tax dues relating to the period 2002 — 2006 amounting to INR 556.40 Million pending before High Court of Madras.

Income Tax dues relating to the period 2008 — 2009 amounting to INR 103.10 Million pending before Income Tax Appellate Tribunal.

Income Tax dues relating to the period 2006 — 2008 amounting to INR 396.17 Million pending before Income Tax Appellate Tribunal.

Income Tax dues relating to the period 2008 — 2009 amounting to INR 418.38 Million pending before the Income Tax Appellate Tribunal

Income Tax dues relating to the period 2009 — 2010 amounting to INR 812 Million pending before Income Tax Appellate Tribunal

Income Tax dues relating to the period 2010 — 2011 amounting to INR 1907.90 Million pending before Income Tax Appellate Tribunal and

Income Tax dues relating to the period 2011 — 2012 amounting to INR 854.33 Million pending before Income Tax Appellate Tribunal.

Service Tax:

Service Tax dues relating to the year 2007 amounting to INR 17.36 Million pending before the Supreme Court.

Service Tax dues relating to the year 2011 amounting to INR 78.72 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the year 2010 amounting to INR 16.32 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the period 2011 — 2012 amounting to INR 18.94 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the period 2012 — 2014 amounting to INR 236.49 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the period 2008 — 2010 amounting to INR 605.75 Million pending before the CESTAT, Mumbai.

Service Tax dues relating to the period 2012 — 2014 amounting to INR 36.78 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the period 2014 — 2015 amounting to INR 79.80 Million pending before the CESTAT, Chennai.

Service Tax dues relating to the period 2010 — 2011 amounting to INR 37.31 Million pending before the CESTAT, Chennai and

Service Tax dues relating to the period 2009 — 2012 amounting to INR 166.89 Million pending before the CESTAT, Mumbai.

Duties of Custom:

Customs Duty dues relating to the period 2015 - 16 amounting to INR 107.90 Million pending before CESTAT , Mumbai and

Customs Duty dues relating to the period 2016 -17 amounting to INR 916 Million pending before Bombay High Court.

Sales Tax / Value Added Tax:

Sales Tax dues for the period 2010-11 amounting to INR 984.90 million pending before Joint Commissioner of Sales Tax Appeals and

Sales Tax dues for the period 2012-13 amounting to INR 459.75 million for which company is intending preferring an appeal with Appellate Authority.

(viii) Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments and payment of interest during the year which are due to four banks. The unpaid overdue loan installments and interest during the year in this regard as at 31st March 2017 are as given below:

Name of the Lender	Amount of default including interest payable as at the Balance Sheet Date In INR Million	Period of Default	Remarks, if any
Punjab National Bank	236.94	Jan — Mar ‘17	Amount paid till the date of our report INR19.85 Million
Central Bank of India	97.71	Jan — Mar ‘17	Amount paid till the date of our report INR 9.41Million
Lakshmi Vilas Bank	26.30	Mar ‘17	Amount paid till the date of our report INR 0.60 Million
IndusInd Bank	26.79	Jan — Mar ‘17	Amount paid till the date of our report INR 2.41 Million
Total	387.74

The Company has no dues to Government during the year, has no dues to financial institution and does not have any debentures.

(ix) During the year the Company has not raised moneys by way of initial public offer or further public offer. According to the information and explanations provided to us, the Company has not taken any term loan during the year and hence the provision of clause 3(ix) of the Order relating to application of term loan funds is not applicable to the Company.

(x) During the course of our examination of the books of account, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, either noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations provided to us, we are of the opinion that the Company has provided and paid the managerial remuneration in accordance with the provisions of Section 197 of the Companies Act, 2013.However, with regard to re-appointment of two non-resident whole-time Directors, in terms of Part I of Schedule V of the Companies Act 2013, the approval of the Central Government is awaited.

(xii) The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order, relating to compliance with maintenance of net owned funds and deposits, are not applicable to the Company.

(xiii) As per the information and explanations provided to us, the transactions entered into by the Company, during the year, with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013. The details of the related party transactions as required by the applicable Accounting Standard have been disclosed by the Company in the financial statements.

(xiv) During the year under audit, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provisions of clause 3(xiv) of the Order, relating to compliance with Section 42 of the Companies Act, 2013, are not applicable to the Company.

(xv) According to the information and explanations provided to us, during the year the Company has not entered into any non-cash transactions with the directors or persons connected with him. Hence the provision of clause 3(xv) of the Order, relating to compliance with provisions of Section 192 of the Companies Act, 2013, is not applicable to the Company.

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

For Ford, Rhodes, Parks & Co. LLP

Chartered Accountants

ICAI - Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

Place : Chennai

Date : May 29, 2017

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Aban Offshore Limited ("the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

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 true and fair view 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 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;

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

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015 (the 'Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report 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 written representations received from the directors as on 31st March, 2015, and 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements.

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

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



ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements")

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

(b) As explained to us, the fixed assets have been physically verified on a random basis by the Management during the year in a

phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.

(ii) (a) As explained to us, the inventory of stores, spares and fuel have been physically verified on a random basis during the year by the

Management. 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 inventories 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 has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

(iii) The Company has given unsecured loans to its wholly owned foreign subsidiary and its Indian subsidiaries, being the companies covered in the Register maintained under Section 189 of the Companies Act, 2013, during the year, as shown below:

Unsecured Loan granted Loan Amount Company during the year outstanding at the (Rupees in Millions) end of the year (Rupees in Millions)

Aban HoldingsPte 6825.01 6039.13*

Limited,Singapore

Radhapuram Wintech 2.50 10.57 Private Limited, India

Aban Green Power 40.00 40.00 Private Limited, India



Maximum amount Company outstanding during the year (Rupees in Millions)

Aban HoldingsPte 6744.22

Limited,Singapore

Radhapuram Wintech 25.00 Private Limited, India

Aban Green Power 40.00 Private Limited, India

* includes year-end foreign exchange reinstatement gain/ loss

(a) The repayment of principal and payment of interest are on "On Demand" basis as per the loan agreement.

(b) The loans given by the Company are repayable on demand and therefore the question of overdue amount does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the Rules framed there under are not applicable to the Company at present.

(vi) The Central Government has prescribed maintenance of Cost Records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been maintained. We have not however, made a detailed examination of the same.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance fund, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above are 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 sales tax or wealth tax or duty of excise or value added tax or cess, which have not been deposited with appropriate authorities on account of any dispute.

However according to information and explanations given to us, the following dues have not been deposited by the Company on account of disputes-

Income Tax

Income Tax dues relating to the period 2002-2006 amounting to INR 556.40 Million pending before High Court of Madras, Income Tax dues relating to the period 2006- 2008 amounting to INR 396.17 Million pending before Income Tax Appellate Tribunal,Income Tax dues relating to the period 2008 - 2009 amounting to INR 418. 38 Million pending before the Commissioner of Income Tax (Appeals) and the Income Tax dues relating to the period 2009 - 2010 amounting to INR 812 Million pending before Income Tax Appellate Tribunal.

Service Tax

Service Tax dues relating to the period 2006- 2007 amounting to INR 17.36 Million pending before Supreme Court.

Customs Duty

Customs Duty dues relating to the period 2003 - 2004 amounting to INR 279.13 Million pending before Supreme Court.

(c) According to the information and explanations given to us and on the basis of examination of books of account, in our opinion the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder has been transferred to such fund within time.

(viii) The Company does not have accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and also in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments with respect to three bank loan accounts and a loan from a financial institution, and interest during the year which are due to two banks. The unpaid overdue loan installments and interest during the year in this regard as at 31st March, 2015 were INR 335.06 Million and INR 32.28 Million respectively. The Company has since paid INR 200.92 Million of overdue installment to banks and a financial institution before the date of our report.

(x) The Company has given guarantees for loan taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xi) The Company has taken a term loan during the year from a Company. According to the information and explanations given to us, we are of the opinion that term loan taken by the Company has been applied for the purpose for which it was obtained.

(xii) During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the Management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants ICAI - Registration No: 102860W

Ramaswamy Subramanian Partner Membership No: 016059

Place : Chennai Date : May 27, 2015

---

Mar 31, 2014

We have audited the accompanying fnancial statements of M/s Aban Offshore Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial 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 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 Loss for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2003 (the ''Order'') issued by the Central Government of India in terms of sub–section (4A) of

Section 227 of the Companies Act, 1956, 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 it 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. e On the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disQualified as on March 31, 2014, from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements)

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

(b) As explained to us, the fixed assets have been physically verifed by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verifcation.

(c) The Company has not disposed off any substantial part of fixed assets during the year so as to affect its going concern status.

ii (a) As explained to us, the inventories have been physically verifed during the year by the Management. In our opinion the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories 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 has maintained records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loan to its wholly owned foreign subsidiary and an Indian subsidiary as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Radhapuram Wintech Private 32.57 26.60 32.57 Limited

Aban Holdings Pte., Ltd., Singapore 2520.55 Nil 1710.44

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of interest is on "on demand" basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Investments Private 149.00 79.73 167.20 Limited

Aban Hotels & Resorts Private 116.50 116.50 116.50 Limited

Adbhoot Estates Private 600.00 601.41 207.00 Limited

Aban Ventures Private Limited 594.00 281.26 466.80

Aban Informatics Private 59.50 66.86 63.70 Limited

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(g) The repayment of principal during the year and payment of interest is as per stipulations of loan agreement with respective companies.

iv In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, 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 the said Section have been entered in the said Register.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of INR 5,00,000/- with any party during the year have been made at prices which appears to be reasonable having regard to the prevailing market prices at the relevant time.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made there under.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. However minor delays have been noted during the year in the remittance of Service Tax. We are informed that the Employees'' State Insurance Scheme is not applicable to the Company. According to the information explanations given to us, no undisputed amounts payable in respect of above were in arrears as at 31st March 2014 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, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute, except the following:

Period to which the Forum where the dispute Nature of Statute Nature of Dues Amount in INR Million amount relates is pending

The Income Tax Appel- Income Tax Act, 1961 Income Tax 339.13 2007 - 2008 late Tribunal (ITAT)

The Commiss -ioner of Income Tax Act, 1961 Income Tax 418.38 2008 - 2009 Income Tax (Appeals)

x The Company does not have accumulated losses at the end of the fnancial year. The Company has not incurred cash losses during the fnancial year covered by the audit but has incurred cash losses in the immediately preceeding fnancial year.

xi Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan installments with respect to four bank loan account and a loan from a fnancial institution, and interest during the year which are due to Banks and a Financial Institution. The unpaid overdue loan installments and interest during the year in this regard as at 31st march 2014 were INR 545.61 Million and INR 136.71 Million respectively. The Company has since paid INR 19.80 Million of over due installment and INR 29.03 Million of over due interest due to a Bank and Financial Institution before the date of our report.

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

xiii 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 Order are not applicable to the Company.

xiv 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 Order are not applicable to the Company.

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

xvi The Company has not taken any term loan from banks or fnancial institution during the year. Hence the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

xvii According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilised short-terms funds towards long-term investment.

xviii During the year under Audit, the Company has not made preferential allotment of equity shares. However the Company has made preferential allotment of share warrants convertible into equity shares to persons covered in the Register maintained under Section 301 of the Companies Act, 1956. The issue price of share warrants has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which in our opinion is not prejudicial to the interest of the Company.

xix No debentures have been issued by the Company during the year and hence, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

ICAI - Registration No: 102860W

Ramaswamy Subramanian

Partner

Membership No: 016059

Place : Chennai Date : May 28, 2014

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

ii. in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2003 (the ''Order'') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, 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 it 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;

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements)

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.

(c) The Company has not disposed off any substantial part of fixed assets during the year so as to affect its going concern status.

ii (a) As explained to us, the inventories have been physically verified during the year by the Management. 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 inventories 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 has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loan to its wholly owned foreign subsidiary as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Holdings Pte., Ltd., Singapore 1293.24 30.94 2942.68

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of interest is on "on demand" basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan taken during interest payable at the end including interest payable Company the year of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Investments Private Ltd NIL 101.18 1057.30

Aban Ventures Private Ltd 594.00 281.15 466.80

Aban Informatics Private Ltd 59.50 63.70 63.70

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(g) The repayment of principal during the year and payment of interest is as per stipulations.

iv In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, 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 the said Section have been entered in the said Register.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of INR 5,00,000/- with any party during the year have been made at prices which appears to be reasonable having regard to the prevailing market prices at the relevant time.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made there under.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. However minor delays have been noted during the year in the remittance of Service Tax. We are informed that the Employees'' State Insurance Scheme is not applicable to the Company. According to the information explanations given to us, no undisputed amounts payable in respect of above were in arrears as at 31st March 2013 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, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute.

x The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit but has incurred cash losses in the immediately preceeding financial year.

xi (a) Based on our verification and according to the information and explanations given to us,we have noted that the company has converted two of its Indian Rupee term loans taken from banks into Foreign Currency Term loan that have aggregate value of Rs.6682.64 Million as at 31st march 2013.

(b) We have noted default in repayment of term loan instalments with respect to one bank loan account and a loan from a financial institution, and interest during the year which are due to Banks and a Financial Institution. The unpaid overdue loan instalments and interest during the year in this regard as at 31st march 2013 were INR 165.60 Million and INR 319.40 Million respectively.

The company has since paid INR 35.60 Million of over due instalment and INR 203.45 Million of over due interest due to Banks and a Financial Institution before the date of our report.

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

xiii 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 Order are not applicable to the Company.

xiv 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 Order are not applicable to the Company.

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

xvi Except as stated in Para xi (a) regarding conversion of Indian Rupee Term Loan into Foreign Currency Term loan, the Company has not taken any term loan from banks or financial institution during the year. Hence the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

xvii According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilised short-terms funds towards long-term investment.

xviii 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 year.

xix No debentures have been issued by the Company during the year and hence, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

ICAI - Registration No: 102860W

Ramaswamy Subramanian

Partner

Membership No: 016059

Place : Chennai

Date : May 28, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s Aban Offshore Limited, as at 31st March 2012, Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows:

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

2 Further to our comments in the annexure referred to in paragraph 1 above, we report that:

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

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

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

d In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e Based on the representations made by the Directors and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2012 prima-facie disqualified from being appointed as director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the said date;

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

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. in the case of the Statement of Profit and Loss, of the Loss 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date)

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us no material discrepancies have come to the notice on such physical verification.

(c) The Company has not disposed off any substantial part of fixed assets during the year so as to affect its going concern status.

ii (a) As explained to us the inventories have been physically verified during the year by the Management. 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 in- ventories 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 has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loans to its wholly owned foreign subsidiary as shown below:

Unsecured Loan granted Amount Outstanding including Maximum amount outstanding during the year interest receivable and exchange including interest Company difference at the end of the year receivable during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Holdings Pte., Ltd., Singapore 1858.30 2942.68 7455.74

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of interest is on "on demand” basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, as shown below:

Company Unsecured Loan taken Amount Outstanding including Maximum amount outstanding during the year interest payable at the including interest payable end of the year during the year

Rupees in Millions Rupees in Millions Rupees in Millions

Aban Investments NIL 1058.1 1510.1 Private Limited

Aban Ventures Private Limited 231.8 234.5 234.5

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(g) The repayment of principal during the year and payment of interest is as per stipulations.

iv In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, 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 the said Section have been entered in the said Register.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of rupees five lakhs 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.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made there under.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the wind power generating activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. However minor delays have been noted during the year in the remittance of Service Tax. We are informed that the Employees' State Insurance Scheme is not applicable to the Company. According to the information explanations given to us, no undisputed amounts payable in respect of above were in arrears as at 31st March 2012 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, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute.

x The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit though in the immediately preceeding financial year the Company has not incurred cash loss.

xi (a) Based on our verification and according to the information and explanations given to us,we have noted that the company has rescheduled 10 term loans taken by the company from banks that have aggregate value of Rs.17,746.03 Million as at 31st march 2012.

(b) We have noted default in repayment of term loan instalments and interest during the year which are due to Banks and a Financial Institution. The unpaid overdue loan instalments and interest during the year in this regard as at 31st march 2012 were Rs. 159.04 Million and Rs. 357.42 Million respectively.

The company has since paid Rs.132.84 Million of over due instalment and Rs.146.5 Million of over due interest due to Banks and a Financial Institution before the date of our report.

( c) During the year, the Company has repaid the amount of outstandings on account of Foreign Currency Convertible Bonds in full on the due date.

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

xiii 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 Order are not applicable to the Company.

xiv 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 Order are not applicable to the Company.

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

xvi In our opinion and according to the explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were obtained.

xvii According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Com- pany, we are of the opinion that the Company has not utilised short-terms funds towards long-term investment.

xviii 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 year.

xix No debentures have been issued by the Company during the year and hence, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

ICAI - Registration No: 102860W

RAMASWAMY SUBRAMANIAN

Partner

Membership No: 016059

Place: Chennai

Date : May 30, 2012

---

Mar 31, 2011

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

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

We report as follows:

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

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

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

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

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

d. In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. Based on the representations made by the Directors and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2011, prima-facie disqualified from being appointed as director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the said date;

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

(ii) in the case of the Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORSÊ REPORT (Referred to in paragraph 1 of our report of even date)

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

(b) As explained to us the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us no material discrepancies have come to the notice on such physical verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii (a) As explained to us the inventories have been physically verified during the year by the Management. 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 inventories 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 has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loans to its wholly owned foreign subsidiary as shown below:

Unsecured Loan Granted Amount Outstanding including Maximum Amount Outstanding during the year Interest receivable and including interest receivable Company exchange difference at the during the Year end of the year

Rupees in Crores Rupees in Crores Rupees in Crores

Aban Holdings Pte., Ltd., Singapore 419.40 745.22 961.74

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of Interest is on `"on demand" basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from a company, covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year, as shown below:



Unsecured Loan taken Amount Outstanding including Maximum Amount Outstanding during the year Interest payable and including interest payable Company exchange difference at the during the Year end of the year

Rupees in Crores Rupees in Crores Rupees in Crores

Aban Investments Private Limited 108 151.01 151.01

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudical to the interest of the Company.

(g) The principal is not due for repayment during the year and payment of interest is as per stipulations.

iv In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, 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 the said Section have been entered in the said Register.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of rupees five lakhs with any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made thereunder.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the wind power generating activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. We are informed that the Employees' State Insurance Scheme is not applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March 2011 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, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute.

x The Company has no accumulated loss as at 31st March 2011 and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

xi Based on our verification and according to the information and explanations given to us, we have noted delay in payment of term loan instalments during the year which are due to banks and financial institution. However, these have been paid subsequently before the date of our report. In April 2006, the Company has issued 1161 Foreign Currency Convertible Bonds, out of which, 620 bonds have been converted into equity shares upto the end of the year under audit. The Balance amount has not become due for payment as at the close of the year.

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

xiii 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 Order are not applicable to the Company.

xiv 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 Order are not applicable to the Company.

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foregin subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima – facie prejudicial to the interest of the Company.

xvi In our opinion and according to the explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

xvii According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that the Company has not utilised short term funds towards long term Investment.

xviiiThe Company has allotted Equity Shares under Employee Stock Option Scheme to its employees in accordance with SEBI guidelines during the year. The price fixed by the Board for these shares is reasonable and not prejudicial to the interest of the Company.

xix No debentures have been issued by the Company during the year and hence the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For FORD, RHODES, PARKS & CO.,

Chartered Accountants

ICAI - Registration No.102860W

RAMASWAMY SUBRAMANIAN

Partner

Membership No: 016059

Place : Chennai Date : May 26, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Aban Offshore Limited, as at 31st March 2010, and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows:

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

d. In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. Based on the representations made by the Directors and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March 2010, prima-facie disqualified from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the said date;

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

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

(ii) in the case of the Profit and Loss Account, 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.

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

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

(b) As explained to us the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us no material discrepancies have come to the notice on such physical verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) (a) As explained to us the inventories have been physically verified during the year by the Management. 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 inventories 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 has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

(iii) (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loans to its wholly owned foreign subsidiary as shown below:

Unsecured Amount Outstanding Maximum Amount Loan Granted including Outstanding during the Interest including Company year (Net receivable interest of Repayments) and at the receivable exchange end of the year during the Year difference Rupees in Rupees in Rupees in Crores Crores Crores Aban Holdings Pte., Ltd., Singapore 1258.43 835.32 2404.45

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of Interest is on “on demand” basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from a company, covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year, as shown below:

Unsecured Amount Outstanding Maximum Amount Loan taken including Interest Outstanding Company during the year payable at the including end of the year interest payable during the Year

Rupees in Rupees in Rupees in Crores Crores Crores

Aban Investments Private Ltd., 150 42.87 150

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudical to the interest of the Company.

(g) The balance amount of principal is not due for repayment during the year and payment of interest is as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our Audit no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been entered in the said Register.

(b) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the Register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made thereunder.

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

(viii) The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the wind power generating activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. We are informed that the Employees State Insurance Scheme is not applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March 2010 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, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute.

(x) The Company has no accumulated loss as at 31st March 2010 and has not incurred cash losses in the financial year under report or in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institution. In April 2006, the Company has issued 1161 Foreign Currency Convertible Bonds. 620 bonds have been converted into Equity Shares upto the end of the year under our audit. The balance amount has not become due for payment as at the close of the year, though the balance has already become due for optional conversion.

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

(xiii) 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 Order are not applicable to the Company.

(xiv) 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 Order are not applicable to the Company.

(xv) The Company has given guarantees for loans taken by a subsidiary of its wholly owned foreign subsidiary from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima – facie prejudicial to the interest of the Company.

(xvi) In our opinion and according to the explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that the Company has not utilised short term funds towards long term Investment.

(xviii)The Company has allotted Equity Shares under Employee Stock Option Scheme to its employees in accordance with SEBI guidelines during the year. The price fixed by the Board for these shares is reasonable and not prejudicial to the interest of the Company. The Company has also allotted equity shares during the year to Qualified Institutional Buyers at a price fixed as per provision of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

(xix) No debentures have been issued by the Company during the year and hence the provisions of clause 4 (xix) of the Order are not applicable to the Company.

(xx) During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

(xxi) During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For FORD, RHODES, PARKS & CO.,

Chartered Accountants ICAI - Registration No.102860W



RAMASWAMY SUBRAMANIAN

Partner

Membership No: 016059

Place : Chennai

Date : 25.05.2010