Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 disclosures in the financial statements. The procedures selected depend on the auditor's

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

Basis for Qualified opinion

The Company has made Long Term Investment of Rs785.66 lacs in its subsidiary, Shurjo Energy Pvt Ltd. ('SEPL'). It has also given loans and advances of Rs655.47 lacs which is recoverable as at end of current year. The subsidiary has made a loss of Rs116.99 lacs in the current year. Its accumulated losses as at the end of the year amounting to Rs1121.34 lacs has exceeded its Net Worth. Despite this, for the reasons mentioned in Note No.13 to the standalone financial statement, the Company considers that the losses in SEPL are temporary in nature and no diminution is required in the value of its investment in the subsidiary. Also the loans and advances given to SEPL are considered as fully recoverable. However we do not have appropriate audit evidence to determine the extent of adjustments that may be required to the carrying value of the said investment or to the value of loans and advances recoverable from SEPL and the impact it will have on the going concern basis of the Company.

The company also holds long term investment of Rs1176.00 lacs in PAE Renewables Private Limited ('PAER') which in turn has invested in its step down wholly owned subsidiary Sovox Renewables Private Limited ('SRPL'). During the year PAE Renewables Pte Limited, wholly owned subsidiary of PAER has entered into MOU for sale of its investment in SRPL, resulting into erosion in the value of the abovementioned investments. No diminution in the value of investments in PAER is provided. The impact of such non-provision on the loss for the year and net assets position as at the year-end is presently not ascertainable. Refer note 13 to the standalone financial statements.

Qualified Opinion

In our opinion, except for the possible effects of the matters described in the Basis for qualified opinion paragraph and to the best of our information and according to the explanations

given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its loss and its Cash Flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 38 in the standalone financial statements which indicates that though the net worth of the Company is positive at the end of the year, it has incurred substantial losses of Rs2430.26 lacs till the end of the year including loss of Rs1018.69 lacs for the current year. The accounts have been prepared on going concern basis for the reasons mentioned in the said note. These conditions indicate existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d) Except for the effects of the matter described in the Basis of Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matter described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

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

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

i) The Company does not have any pending litigations which would impact its financial position;

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

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

(Referred to in paragraph 1 under the heading 'Report on Other Legal and Regulatory Requirements' of our Report of even date on the financi -al statements for the year ended on March 31,2015 of PAE Limited.)

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

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

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

(b) 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) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub- clause (a) and (b) of the Order are not applicable.

(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 inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) The Company had accepted deposits prior to the commencement of Companies Act, 2013. In terms of section 74(1)(b) of the Companies Act, 2013 such deposits amounting to Rs259.84 Lacs have been repaid during the year and an amount of Rs307.69 Lacs is unpaid as at the year end. We are informed that these earlier deposits will be repaid on the respective due dates as per the terms of acceptance of the same, in terms of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company has not accepted any deposits from public in terms of section 73 of the Companies Act, 2013.

We are informed that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or Court or any other tribunal.

Accordingly, the Company has complied with the provisions of section 73 to 76 of the Companies Act, 2013.

(vi) We have been informed that the Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

(vii) (a) According to the records of the Company,

Provident fund, Employees' State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Value added tax, Cess and other material statutory dues applicable to it have been generally regularly deposited during the year with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears as at March 31, 2015, for a period of more than six months from the date they became payable.

Name of the Statute    Nature of dues  Period to which the (Rs.in lacs)
                                        amount relates

Central Sales Tax 
and VAT Act           VAT, CST,              1992-93            3.05
                      penalty and 
                      interest

VAT Act VAT, penalty 
and interest                                 2006-07            2.89

Various States 
VAT Act               VAT, penalty and 
                      interest               2007-08            9.75

Various States 
VAT Act               VAT,penalty and 
                      interest              2008-09            16.17

Various States 
VAT Act               VAT,penalty and 
                      interest              2009-10            27.86

Central Sales Tax 
and Various States    VAT Act VAT, CST, 
                      penalty and interest  2010-11            31.40

Central Sales Tax 
and Various States    VAT Act VAT, CST, 
                      penalty and interest  2011-12             3.23

Central Sales Tax 
Act                   CST, penalty and 
                      interest              2012-13           12.98

Central Sales Tax 
Act                   CST, penalty and 
                      interest              2013-14            1.32

Total                                                        108.65

(c) Based on our examination of the records maintained during the year, the Company is not liable to make any payments towards Investor Education Protection Fund.

(viii) The Company has accumulated losses as per the Balance Sheet as at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution and banks. The Company does not have any outstanding debentures.

(x) The Company has given a corporate guarantee for loans taken by PAE Renewables Pvt Ltd from the bank. However, the terms and conditions thereof are not prejudicial to the interest of the Company.

(xi) The term loan has been applied for the purpose for which they were raised.

(xii) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

                                               For K.S. Aiyar & Co.  
                                             Chartered Accountants
                                ICAI Firm Registration No. 100186W

                                                               Sd/-
                                                Sachin A. Negandhi 
                                                           Partner
                                            Membership No.: 112888