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Auditor Report of TCI Industries Ltd.

Mar 31, 2017

TO THE MEMBERS OF TCI INDUSTRIES LIMITED

We have audited the accompanying financial statement of TCI Industries Limited (“the Company”), which comprise the Balance sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended). 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 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 --=H 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 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 basis for our audit opinion on the financial statement.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31st March, 2017 and its Loss and its Cash flow for the year ended on that date.

Report on Other legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (hereinafter referred to as the “order”), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure “A”, 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 proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 (as amended) .

e) on the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act.

f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure “B”.

g) with respect to other matter 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 has disclosed the impact of pending litigation on its financial position in its financial statement- Refer Note 16(ii), 16(iii) and 16(iv) to the financial statements.

ii) The Company did not have any long terms contract 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.

iv) The Company has provided requisite disclosures in the financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management''s representation, we report that disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management. - Refer Note 16(vii).

Annexure “A” to Independent Auditors’ Report of even date to the members of TCI Industries Limited, on the Financial Statement for the year ended 31st March, 2017.

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date.

1. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We are informed that a test physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.

c) The titles deeds of all the immovable properties, as disclosed in the financial statements are held in the name of the Company.

2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The procedures followed by the management for such physical verification are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable to the company.

4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said order are not applicable to the company.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provisions of Clause 3(vi) of the said order are not applicable to the company.

7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

(b) According to the information and explanation given to us and the record of the Company examined by us, there are no statutory dues as at the year end which has not been deposited on account of a dispute.

8. The Company did not have any outstanding dues to financial institutions, banks or Government or dues to debenture holders during the year.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore the provisions of Clause 3(ix) of the said order are not applicable to the company.

10. 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 material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.

11. The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.

12. The company is not a Nidhi Company.

13. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the said order are not applicable to the company.

15. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the said order are not applicable to the company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B to The Independent Auditors’ Report

Referred to in paragraph 2(f) of the Independent Auditors'' Report of even date to the members of TCI Industries Limited on the financial statements for the year ended 31st March, 2017

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the companies Act, 2013.

We have audited the internal financial controls over financial reporting of TCI Industries Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R. S. Agarwala & Co.

Chartered Accountants

Firm Regn No.: 304045E

(R. S. Agarwala)

Camp : Mumbai Partner

Date : May 11 , 2017 Membership No.: 005534


Mar 31, 2016

TO THE MEMBERS OF TCI INDUSTRIES LIMITED

We have audited the accompanying financial statement of TCI Industries Limited (“the Company”), which comprise the Balance sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 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 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 a 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 basis for our audit opinion on the financial statement.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31st Mar 2016 and its Loss and its Cash flow for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion reference is invited to note no. 16(ii) regarding preparation of accounts on a going concern basis.

Report on Other legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (hereinafter referred to as the “order”), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure “A”, 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 proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards Specified under Section 133 the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 (as amended).

e) on the basis of written representations received from the directors as on 31st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the Act.

f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure “B”.

g) with respect to other matter 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 has disclosed the impact of pending litigation on its financial position in its financial statement- Refer Note 16(iii), 16(iv) and 16(v) to the financial statements.

ii) The Company did not have any long terms contract 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 “A” to Independence Auditors’ Report of even date to the members of TCI Industries Limited, on the Financial Statement for the year ended 31st March, 2016.

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date.

1. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We are informed that a test physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.

c) The titles deeds of all the immovable properties, as disclosed in the financial statements are held in the name of the Company.

2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The procedures followed by the management for such physical verification are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable to the company.

4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said order are not applicable to the company.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provisions of Clause 3(vi) of the said order are not applicable to the company.

7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

(b) According to the information and explanation given to us and the record of the Company examined by us, there are no statutory dues as at the year end which has not been deposited on account of a dispute.

8. The Company did not have any outstanding dues to financial institutions, banks or Government or dues to debenture holders during the year.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore the provisions of Clause 3(ix) of the said order are not applicable to the company.

10. 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 material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.

11. The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.

12. The company is not a Nidhi Company.

13. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the said order are not applicable to the company.

15. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the said order are not applicable to the company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B to The Independent Auditors’ Report

Referred to in paragraph 2(f) of the Independent Auditors'' Report of even date to the members of TCI Industries Limited on the financial statements for the year ended 31st March, 2016.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the companies Act, 2013.

We have audited the internal financial controls over financial reporting of TCI Industries Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R.S. Agarwala & Co.

Chartered Accountants

Firm Regn No:-304045E

(R. S. Agarwala)

Camp : Mumbai Partner

Date : 20th May, 20 1 6 Membership No. 005534


Mar 31, 2014

We have audited the accompanying financial statements of TCI Industries Ltd ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for 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 sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 misstatements.

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 control relevant to the Company''s preparation and fair presentation of the financial statements 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 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 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 31st March , 2014;

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

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

Emphasis of Matter

Without qualifying our opinion reference is invited to note no. 15(iv) regarding preparation of accounts on a going concern basis.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 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 referred to in subsection (3C) of section 211 of the Companies Act, 1956 and

e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed.

2. During the year, the Company has not disposed off a substantial part of fixed assets.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. The Company has not granted any loans secured or unsecured during the year covered in the register maintained under section 301 of the Act. The yearend balance of interest free unsecured housing loans granted to its Executive director in previous year is Rs. 7 Lacs. The Company has not taken any other unsecured loans during the year from parties covered in the register maintained under section 301 of the Act. The year end balances of loans taken during earlier years amount to Rs. 25 lacs. The terms and conditions of loans taken are not prima facie prejudicial to the interest of the company. There are no stipulations as to the dates for repayment of principal and interest.

5. There is an adequate internal control system commensurate with the size and nature of the Company''s business for the purchase of inventories, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. a) To the best of our knowledge and belief and

according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has not accepted any deposits from the public.

8. The Company had no formal internal audit system during the year. However it has adequate internal control procedures commensurate with its size and nature of its business.

9. a) According to the books and records produced to us and based on management representations, undisputed statutory dues in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities.

b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Income Ta x dues, which have not been deposited on account of a dispute amounting to Rs.116 lacs, for which appeals are pending before the Income Tax Appellate Tribunal.

10. The Company''s accumulated losses at the yearend exceed its net worth. It has incurred cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not given any guarantee for loans taken by others.

12. According to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

13. Other matters specified in para 4 of the Companies (Auditors'' report) Order, 2003 (as amended) are, in our opinion, not applicable to the Company.

For R. S. Agarwala & Co.

Chartered Accountants

Firm Regn. No.: 304045E

R. S. Agarwala

Partner

Camp : Gurgaon

Membership No.5534

Date : 24th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TCI Industries Ltd ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for 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 sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 misstatements.

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 control relevant to the Company''s preparation and fair presentation of the financial statements 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 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 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 31st March , 2013;

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

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

Emphasis of Matter

Without qualifying our opinion reference is invited to note no. 15(iv) regarding preparation of accounts on a going concern basis.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 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 referred to in subsection (3C) of section 211 of the Companies Act, 1956 and

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed.

2. During the year, the Company has not disposed off a substantial part of fixed assets.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. The Company has during the year granted interest free unsecured housing loan to its Executive director covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 35 Lacs and the year end balance to Rs. 13 Lacs. The Company has not taken any other unsecured loans during the year from parties covered in the register maintained under section 301 of the Act. The year end balances of loans taken during earlier years amount to Rs. 25 lacs. The terms and conditions of loans taken are not prima facie prejudicial to the interest of the company. There are no stipulations as to the dates for repayment of principal and interest.

5. There is an adequate internal control system commensurate with the size and nature of the Company''s business for the purchase of inventories, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has not accepted any deposits from the public.

8. The Company had no formal internal audit system during the year. However it has adequate internal control procedures commensurate with its size and nature of its business.

9. a) According to the books and records produced to us and based on management representations, undisputed statutory dues in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities.

b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Income Ta x dues, which have not been deposited on account of a dispute amounting to Rs.116 lacs, for which appeals are pending before the Income Tax Appellate Tribunal.

10. The Company''s accumulated losses at the year end exceed its net worth. It has incurred cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not given any guarantee for loans taken by others.

12. According to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

13. Other matters specified in para 4 of the Companies (Auditors'' report) Order, 2003 (as amended) are, in our opinion, not applicable to the Company.

For R. S. Agarwala & Co.

Chartered Accountants

Firm Regn. No.: 304045E

R. S. Agarwala

Partner

Camp : Gurgaon

Membership No.5534

Date : 15th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of TCI Industries Ltd., as at 31st March,2012 and the annexed Statement of Profit and Loss and the Cash Flow of the Company for the year ended on that date and report that:

1. 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 auditing standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 (Auditors' Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure, refer to in paragraph 3 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 purpose of our audit.

(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 the books and proper returns adequate for the purpose of our audit have been received from the Mumbai branch visited by us.

(iii) 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.

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2012 from being appointed as a Director under section 274(1) (g) of the Companies Act, 1956.

(vi) Reference is invited to the Note No. 15.4 regarding preparation of accounts on a going concern basis.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes and accounting policies thereon, 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:

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of Statement of Profit and Loss , of the loss of the Company for the year ended on that date; and

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to Auditor's Report

Referred to in paragraph 3 of our report of even date.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed.

2. During the year, the Company has not disposed off a substantial part of fixed assets.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. The Company has not granted during the year any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. The Company has not taken during the year any unsecured loans covered in the register maintained under section 301 of the Act. The year end balances of loans taken during earlier years amount to Rs. 67.50 lacs. The terms and conditions of loan taken are not prima facie prejudicial to the interest of the company. There are no stipulations as to the dates for repayment of principal and interest.

5. There is an adequate internal control system commensurate with the size and nature of the Company's business for the purchase of inventories, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has not accepted any deposits from the public.

8. The Company has appointed a firm of Chartered Accountants to do the internal audit regularly. The internal audit system is commensurate with the size and nature of Company's business.

9. a) According to the books and records produced to us and based on management representations, undisputed statutory dues in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities.

b) According to the information and explanations given to us and the records of the Company examined by us , the particulars of income-tax dues, which have not been deposited on account of a dispute amounting to Rs. 116 lacs, for which appeals are pending before the Income-tax Appellate Tribunal.

10. The Company's accumulated losses at the year end exceed its net worth. It has incurred cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not given any guarantee for loans taken by others.

12. According to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

13. Other matters specified in para 4 of the Companies (Auditors' report) Order, 2003 (as amended) are, in our opinion, not applicable to the Company.

For R. S. Agarwala & Co.

Chartered Accountants

R. S. Agarwala

Partner

Camp : Gurgaon Membership No. F-5534

Date : 30th May, 2012 Firm Regn. No.: 304045E


Mar 31, 2011

We have audited the attached Balance Sheet of TCI Industries Ltd., as at 31st March, 2011 and the annexed Profit and Loss Account and the Cash Flow statement of the Company for the year ended on that date and report that:

1. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 (Auditors Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure, refer to in paragraph 3 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 purpose of our audit.

(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 the books and proper returns adequate for the purpose of our audit have been received from the Mumbai branch visited by us.

(iii) The Balance Sheet and 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 Profit and Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the directors as on 31s March, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2011 from being appointed as a Director under section 274(1 )(g) of the Companies Act, 1956.

(vi) Reference is invited to the following notes on Schedule 14:

a) Note 4 regarding preparation of accounts on a going concern basis.

b) Note 5 regarding certain administrative expenses debited to property development expenses carried in the Balance Sheet.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes and accounting policies thereon, 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:

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

b) In the case of Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c) In the case of 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.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed.

2. During the year, the Company has not disposed off a substantial part of fixed assets.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. The Company has not granted during the year any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. The Company has not taken during the year any unsecured loans during the year covered in the register maintained under section 301 of the Act. The year end balances of loans taken during earlier years amount to Rs. 67.50 lacs. The terms and conditions of loan taken are not prima facie prejudicial to the interest of the company. There are no stipulations as to the dates for repayment of principal and interest.

5. There is an adequate internal control system commensurate with the size and nature of the Companys business for the purchase of inventories, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. a) To the best of our knowledge and belief and

according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has not accepted any deposits from the public.

8. The Company has appointed a firm of Chartered Accountants to do the internal audit regularly. The internal audit system is commensurate with the size and nature of Companys business.

9. According to the books and records produced to us and based on management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities. There are no unpaid disputed statutory dues at the year end.

10. The Companys accumulated losses at the year end exceed its net worth. It has incurred cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not given any guarantee for loans taken by others.

12. According to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

13. Other matters specified in para 4 of the Companies (Auditors report) Order, 2003 (as amended) are, in our opinion, not applicable to the Company.

For R. S. Agarwala & Co.

Chartered Accountants

R. S. Agarwala

Place : Kolkata Partner

18th May, 2011 Membership No. F-5534

Firm Regn. No.: 304045E


Mar 31, 2010

We have audited the attached Balance Sheet of TCI Industries Ltd., as at 31st March,2010 and the annexed Profit and Loss Account and the Cash Flow statement of the Company for the year ended on that date and report that:

1. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards required 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 (Auditors Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure, refer to in paragraph 3 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 purpose of our audit.

(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 the books and proper returns

adequate for the purpose of our audit have been received from the Mumbai branch visited by us.

(iii) The Balance Sheet and 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 Profit and Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2010 from being appointed as a Director under section 274(1 )(g) of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes and accounting policies thereon, 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:

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b) In the case of Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c) In the case of 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.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed.

2. During the year, the Company has not disposed off a substantial part of fixed assets.

3. Physically verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. The Company has taken interest free unsecured loans of Rs. 47.50 lacs during the year from three parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balances amounts to Rs. 67.50 lacs. The terms and conditions of loan taken are not prima facie prejudicial to the interest of the company. There are no stipulations as to the dates for repayment of principal and interest.

5. There is an adequate internal control system commensurate with the size and nature of the Companys business for the purchase of inventories, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. a) To the best of our knowledge and belief and

according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has not accepted any deposits from the public.

8. The Company has appointed a firm of Chartered Accountants to do the internal audit regularly. The internal audit system is commensurate with the size and nature of Companys business.

9. According to the books and records produced to us and based on management representations, undisputed statutory dues in respect of Provident Fund, Employees State insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities. There are no unpaid disputed statutory dues at the year end.

10. The Companys accumulated losses at the year end exceed its net worth. It has,incurred cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not given any guarantee for loans taken by others.

12. According to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

13. Other matters specified in para 4 of the Companies (Auditors report) Order, 2003 (as amended) are, in our opinion, not applicable to the Company.

For R. S. Agarwala & Co. Chartered Accountants R. S. Agarwala Place : Kolkata Partner 14th May, 2010 Membership No. F-5534 Firm Regn. No.: 304045E

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