<strong>SPML</strong> INFRA LIMITEDAUDITORS’ CERTIFICATEToThe Members of<strong>SPML</strong> Infra Limited(formerly Subhash Projects and Marketing Limited)We have examined the compliance of conditions of Corporate Governance by <strong>SPML</strong> Infra Limited for the year ended on March 31, 20<strong>10</strong>, as stipulatedin Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures andimplementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit noran expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and theManagement, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned ListingAgreement except that the Board of Directors of the Company consists of three independent directors as against the minimum requirement of five independentdirectors as per the current constituent of the Board and that the appointment of an independent director has not been made within a period of 180 days fromthe date of resignation of an independent director.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which themanagement has conducted the affairs of the Company.For S. R. BATLIBOI & COMPANYFirm Registration No.30<strong>10</strong>03EChartered AccountantsFor Sunil Kumar Gupta & Co.Firm Registration No.003645NChartered AccountantsPer R. K. Agrawala PartnerMembership No.16667per S. K. Guptaa PartnerMembership No.82486KolkataDate : 29 May 20<strong>10</strong> Date : 29 May 20<strong>10</strong>Kolkata26
AUDITORS’ REPORTANNUAL REPORT <strong>2009</strong>-<strong>10</strong>ToThe Members of<strong>SPML</strong> INFRA LIMITED (formerly Subhash Projects and Marketing Limited)1. We have audited the attached Balance Sheet of <strong>SPML</strong> Infra Limited (Formerly Subhash Projects & Marketing Limited) (‘the Company’) as at March31, 20<strong>10</strong> and also the Profit and Loss Account and the cash flow statement for the year ended on that date, annexed thereto. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based onour audit.2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our auditprovides a reasonable basis for our opinion.3. As required by the Companies (Auditor’s <strong>Report</strong>) Order, 2003 (as amended) 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 saidOrder.4. (a) Attention is drawn to Note No. 26 on Schedule 20B regarding non-provision of tax liability of Rs.561,400 thousands (including Rs.183,900 thousandsfor the year) arising on account of the recent amendment to Section 80IA of the Income Tax Act, 1961 in the Finance Act, <strong>2009</strong>. The Companyhas already filed a writ with the Hon’ble High Court at Calcutta which has been admitted as well, challenging the validity of the above retrospectiveamendment which as per legal opinion obtained, is ultra vires to the main section the above Act. Till the matter is decided by the Hon’ble High Court,the liability, if any, in this regard is unascertainable. We are unable to comment on the impact of the above non-provision of tax on the Company’sprofit for the year and net worth at the year end.(b) Attention is drawn to Note No 8. on Schedule 20B regarding accounting of share of profit from joint ventures amounting to Rs.9,576 thousands on thebasis of unaudited financial statements as certified by the management. Adjustment, if any, on this account is presently not ascertainable.5. Further to our comments in the Annexure referred to above, we report that:(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of ouraudit;(ii) 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 thosebooks;(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accountingstandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;(v) On the basis of the written representations received from the directors, as on March 31, 20<strong>10</strong>, and taken on record by the Board of Directors,we report that none of the directors is disqualified as on March 31, 20<strong>10</strong> from being appointed as a director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.(vi) In our opinion and to the best of our information and according to the explanations given to us, subject to the impact of the matters given inpara 4, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India;a. in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 20<strong>10</strong>,b. in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; andc. in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.For S.R. BATLIBOI & CO.Firm Registration No.: 30<strong>10</strong>03EChartered AccountantsFor SUNIL KUMAR GUPTA & CO.Firm Registration No.: 003645NChartered AccountantsPer R.K.AgrawalS. K. GuptaPartnerPartnerMembership No.: 16667 Membership No.: 82486Place: KolkataPlace: KolkataDate: May 29, 20<strong>10</strong> Date: May 29, 20<strong>10</strong>27
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