1.  We have audited the attached Balance Sheet of THE AMALGAMATED
 ELECTRICITY COMPANY LIMITED as at 31st March 2012, Profit and Loss
 Account and Cash Flow Statement for the year ended on that date. 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.
 
 2.  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 misstatement. 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we enclose in the Annexure a Statement on the
 matters specified in the paragraph 4 and 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to in Paragraph
 (3) 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 appears from our examination of the
 books;
 
 c) the Balance Sheet, Profit and Loss Account dealt with by this report
 are in agreement with the Books of Account;
 
 d) i n our opinion, the Balance Sheet, Profit and Loss Account dealt
 with by this report are in compliance with the Accounting Standards
 referred to in Section 211(3C) of the Company, 1956 in so far as they
 apply to Company;
 
 e) in our opinion and based on information and explanations given to
 us, none of the directors are disqualified as on 31st March, 2012 from
 being appointed as directors in terms of clause (g) of subsection (1)
 of section 274 of Companies Act 1956;
 
 f) in our opinion and to the best of our information and according to
 the explanations given to us the said accounts 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 2012;
 
 ii) in the case of the Profit and Loss Account, of the profit for year
 ended on that date.
 
 iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in Paragraph 3 of our Report of even date.
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of the fixed
 assets.
 
 (b) All die assets have been physically verified by the management
 during the year. No material discrepancies were noticed on such
 verification.
 
 (c) The Company has not disposed off substantial part of the fixed
 assets during the year,
 
 (ii) Considering the activity carried out during the year, in our
 opinion the provision of clause 4(ii) of the Companies (Auditors7
 Report) Order, 2003 are not applicable.
 
 (iii) The Company has not granted or taken any loans, secured or
 unsecured to/ from companies, firms or other parties covered in the
 registered maintained U/s. 301 of the Act. Hence the provision of
 clause 4 (iii) (a), (b), (c), (d), (e) & (f) of the Companies (Auditors
 Report) Order 2003 are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us and in view of the activities carried on by the Company,
 the provision of clause 4(iv) of the Companies (Auditors Report) Order
 , 2003 are not applicable to the Company.
 
 (v) According to the information and explanations given to us, we are
 of the opinion that there were no contracts or arrangements that need
 to be entered into the register maintained under section 301 of the
 Companies Act, 1956.  Hence the provision of clause 4(v) (a) & (b) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 (vi) The Company has not accepted any deposits from the public during
 the year, therefore, in our opinion the question of applicability of
 directives issued by the Reserve Bank of India and the provisions of
 sections 58A and 58AA of the Act and the rules framed there under does
 not arise.
 
 (vii) Considering the size of business and number of transactions as
 carried out, the management is of the opinion that the company did not
 require internal audit svstem.
 
 (viii) As informed to us, the maintenance of cost records has not been
 prescribed by the Central Government U/s. 209(l)(d) of the Companies
 Act, 1956, in respect of the activities carried on by the company.
 
 (ix) (a) The Company did not have any undisputed statutory dues except
 Income Tax and Tax Deducted at source under Income Tax Act, 1961 as
 under :
 
 Nature of Dues     Assessment Year    Amount Due     Date
 
 Income Tax            2001 - 02       3,80,360/-    27/10/2009
 
                       2002 - 03       4,12,659/-    27/10/2009
 
                                       7,93,019/-
 
 However, the company has made a claim for waiver interest on delayed
 income tax refund to the extent of Rs. 3,65,056/- and Rs.7,16,342 have
 remained unadjusted against above demand.
 
 (b) According to the information and explanation given to us, there are
 no dues of sales tax, income tax, customs duty, wealth tax, excise duty
 and cess, which have not been deposited on account of any dispute.
 
 (x) In our opinion, the accumulated losses of the Company are not more
 than fifty percent of its net worth. The company has incurred cash loss
 during the current financial year but not in the immediate preceding
 year.
 
 (xi) The Company has no dues payable to financial institutions, banks
 or debenture holders during the year.
 
 (xii) The Company has not granted any loans and 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 companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 (xiv) The Company has maintained proper records of the transactions and
 contracts in respect of shares and debentures and other securities and
 timely entries have been made therein.
 
 (xv) As per the information and explanations given to us, the Company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 (xvi) The Company has not taken term loans during the year.
 
 (xvii) The Company has not raised any fund either short term or long
 term during the year. Accordingly the clause 4(xvii) of the Companies
 (Auditor''s Report) Order, 2003 is not applicable to the company.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained U/s. 301 of
 the Act during the year.
 
 (xix) The Company has not issued any debentures arid hence the question
 of creating securities thereof does not arise.
 
 (xx) The Company has not raised money by public issue during the year.
 
 (xxi) According to the information and explanation given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 Ganesh & Rajendra Associates 
 
 Chartered Accountants 
 
 Firm Reg no. 103055W
 
 (Ganesh Mehta)
 
 Partner
 
 Mem no.32939
 
 Place: Mumbai
 
 Dated: 30 JUN 2012