Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule,2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company, preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 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 require to be included in the Audit Report under the provisions of the Act and 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 procedure to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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 control system over financial reporting and the operating effectiveness of such control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Director, as well as evaluating the overall presentation of the financial statement.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31,2015,

(b) In the case of the statement of Profit and Loss, of the Loss for the period ended on that date; and c In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

Emphasis of Matter

We draw attention to Note no. 2.17 of the Financial Statements regarding the losses incurred by the Company resulting in liability exceeding the assets of the Company and regarding the preparation of financial statements on a going concern basis for reasons stated therein. Our opinion is not qualified in respect of this 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 to the extent applicable.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rules 7 of the Companies (Accounts) Rules, 2014;

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

(f) with respect to the other matter to be included in Auditor 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 explanation given to us,

(i) The company has disclosed the impact of pending litigationon its financial position in its financial statements- Refer Note no. 2.23.;

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

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

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 1 under "Reports on Other Legal and Regulatory Requirements" in the Independent Auditors' Report of even date to the members of SM Energy Teknik& Electronics Limited, ('the Company') on the Balance Sheet for the period ended as on March 31,2015 we report that:

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

(b) We are informed that most of the fixed assets have been physically verified by the management during the period and that no material discrepancies were noticed on such physical verification. In our opinion, the frequency of such verification is reasonable having regards to the size of the Company and nature of its assets.

(ii) The company does not have any inventory hence clause (ii) is not applicable.

(iii) During the period the Company has not granted any unsecured/secured loans to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore the provisions of Clause 3(iii)(a) and (iii)(b) of the Order are not applicable to the Company

(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 purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, No major instance of continuing failure to correct any weakness in the internal controls.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

(vi) We are informed that the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Excise Duty, Cess and any other statutory dues except the service tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2015 for a period of more than six months from the date of becoming payable except an amount of Rs. 289 thousand towards Service Tax.

(b) As informed by the Management, the Company is confident for securing relief as per explanation provided under Note No. 2.23 (a) in case of Income Tax liability. As regards to demand in relation to Central Excise the Company has made the application for set-off as per applicable Foreign Trade Regulations as per explanation provided under Note No. 2.23 (b).

(c) As per the records of the company and according to the information and explanations given to us, no amount is required to be transferred to Investor Education and Protection Fund(IEPF). In accourdance with the provision of Section 205C of the Companies Act,1956 read with the IEPF (Awareness and Protection of Investors) Rules,2001.

(viii) The accumulated losses of the Company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial period covered by our audit and also not incurred cash losses in the immediately preceding financial period.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution or banks or debenture holders.

(x) As per information and explanation given to us, the Company has not issued any guarantees for loan taken by others from banks/financial institutions.

(xi) No term loans were raised by the Company during the period.

(xii) In our opinion and according to the information and explanations given to us, We have not come across any instance of fraud on or by the company, and no fraud was noticed or reported during the year by the management.

                                               For Koshal & Associates
                                                 Chartered Accountants
                                          Firm Registration No.121233W

                                                     Koshal Maheshwari
Place : Mumbai                                              Proprietor
Dated : 27th May, 2015                            Membership No. 43746