Auditor Report of Thacker & Company Ltd.

Mar 31, 2017

To the Members of

THACKER AND COMPANY LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of THACKER AND COMPANY LIMITED (''the Company''), which comprise the Balance Sheet as at 31st March, 2017, the statement of Profit and Loss, 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 standalone 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) Rules, 2014.

This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 Standalone financial statements based on our audit

We have taken into account the provisions of the Act and the Rules made there under including 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 and the Order under section 143(11) of the Act.

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 the 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 standalone financial statements are free from material misstatement

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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:

1. In the case of Balance sheet, of the state of affairs of the Company as at 31st March, 2017;

2. In the case of statement of profit and loss, of the ''loss'' of the company for the year ended on that date; and

3. In the case of Cash Flow Statement, of the cash flows of the Company 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 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" statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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 purposes 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.

© 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 fllarch, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31*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 controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) With respect to the other matters 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 litigations on its financial position in its consolidated financial statements - Refer Note No. 24 to the standalone financial statements

ii. The Company did not have any long term contracts including derivatives contracts for which there were any material losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2017.

ANNEXURE "A" TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date lo the members of THACKER AND COMPANY LIMITED on the financial statement for the Year ended 31"March 2017:

(i) In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As explained to us, these fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets''

No material discrepancies were noticed on such verification;

(c) The title deeds of immovable properties are held in the name of the Company,

(ii) In respect of its Inventory: .

As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed;

(in) According to the information and explanations given to us, the Company has granted unsecured loan to Companies covered in the register maintained under section 189 of the Companies Act, 2013.

a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest

b) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular.

c) There is no amount overdue in respect of loan given.

(iv) In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and security the provisions of section 185 is not applicable to the company and section 186 of the Companies Act, 2013 has complied, to the extent applicable.

(v) The Company is a non banking finance Company and consequently is exempt from provisions of section 73. 74. 75 and 76 of the Act. Hence, para (v) of the Order is not applicable to the Company

(vi) According to the information and explanations given to us and the records of the Company examined by us, the maintenance of cost record has not been prescribed by the Central Government u/s 148 (1) of the Act in respect of the activities carried on by the company.

(vii) a) According to the information and explanations given to us and the 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 explanations given to us and the records of the Company examined by us, there are no disputed amounts outstanding except the following in respect of Income Tax, Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty as on 31 Inarch 2017.

Name of Statute	Assessment Year	Amount Rs (in 000)	Forum where dispute is pending
Income Tax Act, 1961	2010-11	108.63	ITAT (Appeal)
Income Tax Act, 1961	2013-14	609.98	CIT (Appeal)

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a bank. The Company has not taken any loans from Government and financial institution nor has it issued any debentures. .

ix) According to the records of the Company examined by us and the information and explanations given to us, the term loans have been applied by the Company during the year for the purpose for which they were raised. The Company has not raised moneys by way of initial public offer or further public offer.

x) 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 instances of any fraud by the company or any fraud on the Company by its officers or employees;

xi) According to the records of the Company examined by us and the information and explanations given to us. Managerial remuneration has been paid.

xii) The Company is not a Nidhi Company and hence reporting under this clause is not applicable

xiii) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

xiv) According to the records of the Company examined by us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence this clause is not applicable to the Company.

xv) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the Company has not entered into any non-cash transactions with directors or persons connected with them and hence this clause is not applicable to the Company.

xvi) On the basis of examination of relevant records and according to the information and explanations given to us, the Company is required to be registered under section 45-IAof the Reserve Bank of India Act, 1934 and holds a valid certificate of registration under the same. '' .

ANNEXURE "B" TO THE INDEPENDENT AUDITOR''S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of THACKER AND COMPANY LIMITED ("the Company") as of 31 ^ET March 2017 in conjunction with our audit of the standalone 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 control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". 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 Companies Act, 2013. ''

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 168 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 atMarch 31, 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 Aucin ol Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For and on behalf of Mittal & Associates

Chartered Accountants

Firm''s Registration No. 106456W

Hemant Bohra

Partner

Membership No. 165667.

Place. Mumbai

Date: 23rd May, 2017

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Mar 31, 2015

We have audited the accompanying financial statements of THACKER AND COMPANY LIMITED ('the Company'), which comprise the Balance Sheet as at 31 March, 2015, the statement of Profit and Loss, 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 and presentation 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 specify ied under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report.

We conducted ou r audit i n accordance with the Standards on Audit ng specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered accountants of India. Those Standards & pronouncements 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 the 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. !n 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit aiso includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 statements.

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:

1. In the case of Balance sheet, of the state of affairs of the Company as at 31st March, 2015;

2. In the case of statement of prof it and loss, of the 'profit 'of the company for the year ended on that date; and

3. in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

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 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 statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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 th e purposes 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) Rules, 2014.

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

(f) With respect to the other matters 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 litigations on its financial position in its financial statements - Refer Note No. 23 to the financial statements;

ii. The Company did not have any long term contracts including derivatives contracts for which there were any material losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2015.

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of THAGKER AND COMPANY LIMITED on the financial statement for the year ended March 31, 2015.

(i) In respect of its fixed assets:

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) As per the' information given to us, the procedures of physical verification of inventories followed by management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) a) The Company has granted loans amounting to t 50,00,000/- to two parties covered in the register maintained under section 189 of the Companies Act, 2013 (the Act').

b) The Company is regular in receipt of principal amount and interest whenever stipulated.

c) There is no overdue from these parties.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal ¦:: control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the informed internal control systems.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit in contravention of section 73 to section 76 or any other relevant provision of the Companies Act,2013 and Companies (Acceptance of Deposits) Rules, 2014. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or tribunal.

(vi) As informed to us, the maintenance of cost record have not been prescribed by the Central Government u/s 148 (1) of the Act in respect of the activities carried on by the company.

(vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the company is regular in depositing undisputed statutory dues including investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues, wherever applicable, with the appropriate authorities.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Wealth Tax/ Service Tax/Custom Duty/Excise. Duty and cess which have not been deposited on account of any dispute. However, the following dues of income tax have not been deposited by the Company on account of dispute:

Name of the Statute Assessment Year Amount(Rs.) Forum where dispute is pending

Income Tax Act, 1961 2010-11 71,11,030 CIT Appeal

(vii). The Company has no accumulated tosses as at 31st March, 2015, and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

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

{x) In our opinion, and according to: the information and explanation given to us, the company has not given guarantee, for any loans taken by others from banks or financial institutions.

(xi) In our opinion, the Company has not taken any term loan.

(xii) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

As required.by the Non-Banking Financial. Companies Auditors Report (Reserve Bank) Directions, 1998. We : furtherstate that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters as specified in the said directions namely the followings:

(i) The Company incorporated prior to January 9, 1997 had applied for registration as provided in section 45 IA of the Reserve Bank of India Act,: 1934 (2 of 1934) and has been granted Registration Certificate No. 13.00292 dated 09.03.1998.

(ii) The Board of Directors has passed a Resolution for non-acceptance of any Public Deposits on 01-04- 2006.

(iii) The Company has not accepted any Public Deposits during the year under reference.

(iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

(v) The company is engaged in the business of non-banking financial institution in the year under reference requiring it to hold a Certificate of Registration under section 45-1A of the RBI Act, 1934.

For and on Behalf of MITTAL & ASSOCIATES

Chartered Accountants

(Firm Registration No. 106456W)

Hemant Bohra

Partner

M. No. 165667

Place: Mumbai,

Dated: 30th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of THACKER AND COMPANY LIMITED (''the company''), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and 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 principles generally accepted in India including accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act") read with general circular 15-2013 dated 13th September, 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation 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 required 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 performance procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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 preparations and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the entity''s internal control. 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 aforesaid financial statements give the information required and read with notes 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 31,2014;

(b) In the case of Statement of Profit and Loss of the ''Profit'' 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the order") issued by the Central Government of India in terms of Section 227(4A) 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 of account.

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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with general circular 15-2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Annexure Referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of the Independent Auditor''s Report to the members of THACKER AND COMPANY LIMITED, on the accounts for the year ended 31st March, 2014.

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) During the year, the Company has not disposed off any fixed assets.

2) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and information given to us, the Company is maintaining proper records of Inventory. No discrepancies were noticed on verification between physical Inventory and the books records.

3) (a) The Company has granted loans to Three parties covered in the register maintained under section 301 of the Companies Act 1956 including its subsidiary company and maximum amount involved during the year was Rs.6,93,97,856 and year end balance of loan granted to such parties was Rs.88,69,566 other then above, the Company has not granted any loans, secured or unsecured to the Companies, firms or parties covered in the register maintained U/s 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) The company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue from such parties.

(e) The Company has taken loans from Six parties covered in the register maintained U/s 301 of the Companies Act 1956 and maximum amount involved during the year was r 5,11,20,000 and the year end balance of loan taken from such parties was r 2,10,75,000.

(f) The rate of interest and other terms and conditions of loans taken by the company from such parties are prima-facie is not pre-judicial to the interest of the company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal Control system.

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under. Hence clause (6) of the order is not applicable.

7) No formal internal audit carried during the year. However, there are effective internal controls are exercised departmentally, commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government U/s 209(1)(d) of the Companies Act, 1956 in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute. However the following dues of Income Tax have not been deposited by the Company on account of dispute :

Nature of Statue : Income Tax Act, 1961

Assessment Year : 2010-11

Amount (Rs In 000'') : 7,111.03

Forum where dispute is pending : CIT Appeal

10) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year. However it has no cash losses in the immediately preceeding financial year.

11) According to the information and explanations given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of Shares, Debentures and other securities.

13) In our opinion the Company is not a Chit fund or a nidhi / mutual benefit fund / Society. Therefore clause 4(13) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of investments made in securities and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us the Company has not given any guarantees for loan taken by others from banks or financial institutions.

16) The Company has not raisd any term loans.

17) On the basis of an overall examination of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year covered in the register maintained U/s 301 of the Act.

19) The Company has not issued any debentures.

20) The Company has not raised any money by way of public issue during the year.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998. We further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters as specified in the said directions namely the followings:

(i) The Company incorporated prior to January 9, 1997 had applied for registration as provided in section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted Registration Certificate No. 13.00292 dated 09.03.1998.

(ii) The Board of Directors has passed a Resolution for non-acceptance of any Public Deposits on 01-04-2006.

(iii) The Company has not accepted any Public Deposits during the year under reference.

(iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

(v) The company is engaged in the business of non- banking financial institution in the year under reference requiring it to hold a Certificate of Registration under section 45-IA of the RBI Act, 1934.

For and on Behalf of

MITTAL & ASSOCIATES Chartered Accountants (Firm Registration No. 106456W)

M. Mehta Partner M. No. 42990

Place: Mumbai, Dated: 29th May, 2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of, THACKER AND COMPANY LIMITED as at 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto 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.

We conducted our audit in accordance with 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 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, as amended by Companies (Auditor's Report)(Amendment) Order,2004, and on the basis of such checks of the books and records of the company, as we considered appropriate, we enclosed in the annexure a statement on the matters specified in the said order to the extent applicable.

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 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 those books.

iii). The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

iv). In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred in sub-section 3(c) of section 211 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, we report that none of the directors is disqualified as on 31st March 2012 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, the said accounts subject to notes appearing in Note '2' read together with significant Accounting Policies and other notes appearing elsewhere, 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b). In the case of the 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 of the company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure Referred to in paragraph 3 of the Auditors' Report to the members of THACKER AND COMPANY LIMITED, on the accounts for the year ended 31st March, 2012.

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) During the year, the Company has not disposed off any fixed assets.

2) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of Inventory. No discrepancies were noticed on verification between physical Inventory and the books records.

3) (a) The Company has granted loans to Four parties covered in the register maintained under section 301 of the Companies Act 1956 including its subsidiary company and maximum amount involved during the year was 167625.00 Thousand and year end balance of loan granted to such parties was Rs. 32085.16 Thousand.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) The company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue from such parties.

(e) The Company has taken loans from Five parties covered in the register maintained u/s 301 of the Companies Act 1956 and maximum amount involved during the year was Rs. 39260.00 and the year end balance of loan taken from such parties was Rs. 42170.68 Thousand.

(f) The rate of interest and other terms and conditions of loans taken by the company from such parties are prima-facie is not pre-judicial to the interest of the company.

- (g) The Company is regular in payment of principal amount and interest wherever stipulated.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal

Control system.

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under. Hence clause (vi) of the order is not applicable.

7) No formal internal audit carried during the year. However, there are effective internal controls are exercised departmentally, commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s. 209(1) (d) of the Companies Act 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10) The Company has no accumulated losses at the end of the financial year and it has incurred cash losses in the current year. However it has no cash losses in the immediately preceding financial year.

11) According to the information and explanations given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of Shares, Debentures and other securities.

13) In our opinion the Company is not a Chit fund or a nidhi / mutual benefit fund / Society. Therefore clause 4(XI II) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of investment made in securities & timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us the company has not given any guarantees for loan taken by others from banks or financial institutions, the terms and conditions whereof are prima-facie prejudicial to the interest of the company.

16) No term loans were disbursed during the year.

17) On the basis of an overall examination of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

20) The Company has not raised any money by way of public issue during the year.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998. We further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters as specified in the said directions namely the followings:

(i) The Company incorporated prior to January 9,1997 had applied for registration as provided in section 451A of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted Registration Certificate No. 13.00292 dated 09.03.1998.

(ii) The Board of Directors has passed a Resolution for non-acceptance of any Public Deposits on , 01-04-2006.

(iii) The Company has not accepted any Public Deposits during the year under reference.

(iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

(v) The company is engaged in the business of non- banking financial institution in the year under reference requiring it to hold a Certificate of Registration under section 45-IA of the RBI Act, 1934.

For and on behalf of the Board of Directors

Arun Kumar Jatia Director

Vandana Jatia Director

Place: Mumbai

Dated: 29th May, 2012

Registered Office:

Bhogilal Hargovindas Bldg.,

Mezzanine Floor,

18/20, K. Dubash Marg,

Mumbai-400001.

---

Mar 31, 2011

We have audited the attached Balance Sheet of, THACKER AND COMPANY LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto 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.

We conducted our audit in accordance with 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 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, as amended by Companies (Auditor's Report)(Amendment) Order,2004, and on the basis of such checks of the books and records of the company, as we considered appropriate, we enclosed in the annexure a statement on the matters specified in the said order to the extent applicable.

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 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 those books.

iii). The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

iv). In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred in sub-section 3(c) of section 211 of the Companies Act, 1956.

v). On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 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, the said accounts subject to notes appearing in schedule ‘12' read together with significant Accounting Policies and other notes appearing elsewhere, 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

b). In the case of the Profit and Loss Account, of the ‘Profit' 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 THE AUDITOR'S REPORT

Annexure Referred to in paragraph 3 of the Auditors' Report to the members of THACKER AND COMPANY LIMITED, on the accounts for the year ended 31st March, 2011.

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) During the year, the Company has not disposed off any fixed assets.

2) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of Inventory. No discrepancies were noticed on verification between physical Inventory and the books records.

3) (a) The Company has granted loans to Two parties covered in the register maintained under section 301 of the Companies Act 1956 including its subsidiary company and maximum amount involved during the year was Rs. 434.00 Lacs and year end balance of loan granted to such parties was Rs. 162.72 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) The company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue more than Rs.100000/- from such parties.

(e) The Company has taken loans from five parties covered in the register maintained u/s 301 of the Companies Act 1956 and maximum amount involved during the year was Rs. 364.40 Lacs and the year end balance of loan taken from such parties was Rs. 352.14Lacs.

(f) The rate of interest and other terms and conditions of loans taken by the company from such parties are prima-facie is not pre-judicial to the interest of the company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the Size of the Company and the nature of its business for purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal Control system.

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under. Hence clause (vi) of the order is not applicable.

7) No formal internal audit carried during the year. However, there are effective internal controls exercised departmentally, commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s. 209(1) (d) of the Companies Act 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March 2011 for a period of more than six months from the date they became payable.

(b) There are no dues in respect of Sales tax, wealth tax, service tax, custom duty, excise duty and cess as at last day of the Financial Year. According to information and explanation given to us the disputed amount in respect of Income Tax are as under:

Nature of Assessment Amount Forum where Statue Year (Rs.) dispute is pending

Income 2007-08 478303 CIT Appeal Tax Act, 1961 2008-09 720214 CIT Appeal

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of Shares, Debentures and other securities.

13) In our opinion the Company is not a Chit fund or a nidhi / mutual benefit fund / Society. Therefore clause 4(XIII) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us the company has not given any guarantees for loan taken by others from banks or financial institutions, the terms and conditions whereof are prima-facie prejudicial to the interest of the company.

16) In our opinion, the term loans have been applied for the purposes for which they were obtained.

17) On the basis of an overall examination of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

20) The Company has not raised any money by way of public issue during the year.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998. We further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters as specified in the said directions namely the followings:

(i) The Company incorporated prior to January 9, 1997 had applied for registration as provided in Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted Registration Certificate No. 13.00292 dated 09.03.1998.

(ii) The Board of Directors has passed a Resolution for non-acceptance of any Public Deposits on 01-04-2006.

(iii) The Company has not accepted any Public Deposits during the year under reference.

(iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

(v) The company is engaged in the business of non- banking financial institution in the year under reference requiring it to hold a Certificate of Registration under section 45-IA of the Reserve Bank of India Act, 1934.

M. Mehta Partner M. No 42990 For and on behalf of MITTAL & ASSOCIATES F R No. : 106456W Chartered Accountants

PLACE : Mumbai DATE : May 26, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of, THACKER AND COMPANY LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and cash flow statement for the year ended on that date. 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.

We conducted our audit in accordance with 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 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, as amended by Companies (Auditors Report)(Amendment) Order,2004, and on the basis of such checks of the books and records of the company, as we considered appropriate, we enclosed in the annexure a statement on the matters specified in the said order to the extent applicable.

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 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 those books.

iii). The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

iv). In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred in sub-section 3(c) of section 211 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, we report that none of the directors is disqualified as on 31st March 2010 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, the said accounts subject to notes appearing in schedule 13 read together with significant Accounting Policies and other notes appearing elsewhere, 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b). In the case of the Profit and Loss Account, of the Profit 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 THE AUDITORS REPORT

Annexure Referred to in paragraph 3 of the Auditors Report to the members of THACKER AND COMPANY LIMITED, on the accounts for the year ended 31st March, 2010.

1) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its business.

(c) During the year, the Company has not disposed off any substantial / major part of fixed assets.

2) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physical verification is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of Inventory. No discrepancies were noticed on verification between physical Inventory and the books records.

3) (a) The Company has granted loans to Two parties covered in the register maintained under section 301 of the Companies Act 1956 including its subsidiary company and maximum amount involved during the year was Rs. 546.33 Lacs and year end balance of loan granted to such parties was Rs. 330.81 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) The company is regular in receipt of principal amount and interest wherever stipulated.

(d) There is no overdue more than Rs. 100000/- from such parties.

(e) The Company has taken loans from Six parties covered in the register maintained u/s 301 of the Companies Act 1956 and maximum amount involved during the year was Rs. 1055.45 Lacs and the year end balance of loan taken from such parties was Rs. 456.18 Lacs.

(f) The rate of interest and other terms and conditions of loans taken by the company from such parties are not prima-facie prejudicial to the interest of the company.

(g) The Company is regular in payment of principal amount and interest wherever stipulated.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the Size of the Company and the nature of its business for purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal Control system.

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956 and exceeding the value of Rs. Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under. Hence clause (vi) of the order is not applicable.

7) No formal audit carried out during the year. However, there are effective internal controls exercised departmentally, commensurate with size and nature of its business.

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s. 209(1 )(d) of the Companies Act 1956, in respect of the activities carried on by the Company.

9) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

(b) There are no dues in respect of Sales tax, wealth tax, service tax, custom duty, excise duty and cess as at last day of the Financial Year. According to information and explanation given to us the disputed amount in respect of Income Tax are as under:

Nature of Statue Assessment Year Amount (Rs.) Forum where dispute is pending

Income Tax Act, #2006-07 2733868 CIT Appeal

1961 2007-08 478303 CIT Appeal

2008-09 330820 ACIT

# Against these -the company has paid Rs. 13,67,000 as part payment.

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of Shares, Debentures and other securities.

13) In our opinion the Company is not a Chit fund or a nidhi / mutual benefit fund / Society. Therefore clause 4(XIII) of the Companies (Auditors Report) order 2003 is not applicable to the Company.

14) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us the company has not given any guarantees for loan taken by others from banks or financial institutions, the terms and conditions whereof are prima-facie prejudicial to the interest of the company.

16) In our opinion, the term loans have been applied for the purposes for which they were obtained.

17) On the basis of an overall examination of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the company has not utilised any funds raised on short-term basis for long-term investments.

18) The Company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debentures.

20) The Company has not raised any money by way of public issue during the year.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998. We further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters as specified in the said directions namely the followings:

(i) The Company incorporated prior to January 9, 1997 had applied for registration as provided in section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted Registration Certificate No. 13.00292 dated 09.03.1998.

(ii) The Board of Directors has passed a Resolution for non-acceptance of any Public Deposits on 01-04-2006.

(iii) The Company has not accepted any Public Deposits during the year under reference.

(iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

(v) The company is engaged in the business of non- banking financial institution in the year under reference requiring it to hold a Certificate of Registration under section 45-IA of the RBI Act, 1934.

M. Mehta

Partner

M. No.42990

For on the behalf of

For Mittal & Associates

Chartered Accountants

Firm Registration No. 106456W

Place : Mumbai,

Dated : May 25, 2010