II. Management's Responsibility for the 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 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 Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. 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.

III. Auditors' Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 reasonable basis for our audit opinion.

IV. Qualified Opinion

As stated in the Note no as referred below of the financial statement:

1. As stated in Note No. 3(b) of the financial statements, Non-provision of interest liability amounting to Rs. 1,741,943,789 of M/s. Edelweiss Asset Reconstruction Company Ltd. (EARCL), who have been absolutely assigned all rights and interests in the financial assistance of the Company, vide Assignment Agreement dated 28.03.2014 in respect of the Loan which was taken in the earlier years by the Company from Central Bank of India based on the estimates of the management that the liability that exists in the books of accounts would be sufficient to meet the proposed One Time Settlement(OTS) amount, which will be negotiated with EARCL. On account of the aforesaid non-provision towards interest, loss for the year and borrowing have been has been understated by Rs. 1,741,943,789.

2. As explained in Note No.32 of the financial statements, Non-provision in respect of Deposit given to one of the party which is shown under the head Long term loans and advances amounting to Rs 20,00,00,000. The said deposit is given for occupying rent free area in the proposed newly constructed building. However, the said project is still on hold by the developer but the management is hopeful of its performance in near future. On account of the aforesaid non-provision, loss for the year has been understated and deposit have been has been overstated by Rs 20,00,00,000.

3. As stated in Note No 25 of the financial statements, which states that financials of one of the subsidiary Company are consolidated based on management drawn accounts adopted by the board of directors of that company. On account of the same assets amounting to Rs 535029 Lacs and cash flow of Rs1.89 Lacs has been consolidated. We have neither reviewed the said financial statements of the said subsidiary company nor do we express any opinion on it.

4. As stated in Note No. 34 of the financial statements, in case of one of the Company's subsidiary Ennertech Biofuels Limited regarding granting interest free loan to its related party amounting to Rs 41,00,00,000/- there by overstating the loss for the year and understating to an amount which is unascertainable.

5. As stated in Note No. 33 of the financial statements, in case of one of the Company's Rajasthan Solar Power Company Private Limited regarding non provision of amount given to advance to supplier which is pending performance/ recovery amounting to Rs35,75,00,000 there by understating the loss for the year and overstating short term Loans & Advances to the said tune to an amount which is unascertainable.

V. Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Consolidated Statement of Profit and Loss, of the Loss of the Group for the year ended on that date and

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

Annexure to the Auditors' Report

(On the Financial Statements for the year ended 31st March 2015) As stated in the Auditors report that the financial statement of one of the subsidiary has been consolidated based on unaudited financials our report does not include report of the said subsidiary company.

(i) Fixed Assets

In respect of the fixed assets of holding company and Subsidiary companies,

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

b) During the year, the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable.

c) In case of one of the subsidiary Rajasthan Solar Power Company Private Limited, the Company does not have fixed assets during the year under review.

(ii) Inventories

The Company does not have any inventory during the year under review.

(iii) Loans & Advances either granted or taken

a) The Company has granted loan to two body corporate being the parties covered under the register maintained under section 189 of the Act. The maximum and closing balance of the said loan is Rs 59,90,33,623 /- and Rs 58,20,09,861 / - respectively.

b) In our opinion, the rate of interest and other terms and conditions for such loan is prima facie, prejudicial to the interest of the Company.

c) In respect of the loan granted, the same is recoverable on demand and hence we cannot comment on regulatory of payment.

(iv) Internal Controls

In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) Public Deposits

According to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by 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.

(vi) Cost Records

In case of holding company the maintenance of cost records pursuant to the Rules made by the Central Government under section 148 (1) of the Companies Act, 2013 has been prescribed in respect of the class of the Company (Electricity industry). However, the Company is exempt from the maintenance of such records as the aggregate value of the machinery and plant installed as on the last date of the preceding financial year does not exceed the limits as specified for a small scale undertaking under the provisions of the Industries (Development and Regulation) Act 1951 (65 of 91) i.e. Rs 100 Lakh. In case of subsidiary company the Central Government has not prescribed maintenance of cost records for other subsidiaries under section 148 (1) of the Companies Act, 2013. Accordingly this clause is not applicable.

(vii) Statutory Dues

a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding as at the yearend for a period of more than six months from the date they became payable except Income Tax amounting to Rs 560,975and Service Tax amounting to Rs 11913

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute

(viii) Accumulated Losses

In our opinion, the Company's accumulated losses at the end of the financial year are more than fifty per cent of its net worth. Further, the Company has incurred cash losses of Rs 90,65,536 during the financial year covered by our audit and Rs.238,782,951 in the immediately preceding financial year.

(ix) Dues to Financial Institutions/Banks

The Company has not taken loan during the year under review.

(x) Guarantees given

As per the records verified by us and based on the explanations given to us, during the year the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions, whereof, are in our opinion prejudicial to the interest of the Company.

(xi) Application of Funds raised

According to the information and explanation given to us, in our opinion, no term loans were raised during the year under review.

(xii) Frauds

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

                                       For Shyam Malpani & Associates

                                                Chartered Accountants

                                       Firm Registration No. 120438 W

                                                                Sd/- 

                                                       Shyam Malpani 

Place: Mumbai                                             Proprietor

Dated: 14th November 2015                    Membership No. F- 34171