Auditor Report of Times Guaranty Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of TIMES GUARANTY LTD. (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit & Loss Account 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 the 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 thereunder.

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 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 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, of the state of affairs of the Company as at 31^st March 2018, and its profit and its 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, 2016 (“the order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we enclose in “Annexure A” - a statement on the matters specified in paragraph 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 appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit & 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 7of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 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 financial statements as referred to in Note no. 19 to the financial statements;

ii) The Company do not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There are no amounts during the year which are required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure A referred to in our Independent Auditor’s Report to the members of the Company on the financial statements for the year ended 31^st March, 2018, we report that:

1. The company does not have any fixed assets. Accordingly, clauses 1(a), (b) and (c) are not applicable to the Company.

2. The inventories of shares and securities which are held in dematerialized form are verified from the statement received from the Depository participant and in respect of shares held in physical form are verified from share certificates. On verification, the company has during the year recorded shares found which is stated in Note 22 of Notes to accounts.

3. The Company has not granted any loans, secured or unsecured during the period to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the clauses 3(iii) (a), (b) and (c) of the Order are not applicable to the company.

4. The company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. In our opinion and according to the information and explanations given to us, the provisions of section 186 of the Act are not applicable to the company as it is a non-banking financial company.

5. The Company has not accepted any deposits and therefore the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act and the rules framed there under are not applicable. Further we are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company.

6. As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under sub section (1) of Section 148 of the Companies Act, 2013.

7. a) According to the information and explanation given to us, Employees State Insurance Act, Sales Tax, Customs Act, Excise Act and Goods & service tax are not applicable to the company. The Company is regular in depositing undisputed statutory dues including Income Tax and all other statutory dues with the appropriate authorities during the year. There were no arrears as at 31^st March 2018 for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of sales-tax and income tax on account of dispute, are as follows:

Name of the statute	Nature of the dues	Amount (Rs. in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Bombay Sales Tax Act, 1959	Lease Tax Liability	15.67	1998-99	Tribunal
Income Tax Act, 1961	Income Tax Liability	144.42	1992-93	High Court

8. The company does not have any outstanding dues to financial institutions, banks or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.

9. The Company has not raised any money through public offers nor has it taken any term loans during the year. Accordingly, paragraph 3 (ix) of the order is not applicable.

10. According to the information and explanation given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year, nor have we been informed of any such case by the management.

11. According to the information and explanation given to us and based on our examination of records of the company, 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 of the Act.

12. The company is not registered as a Nidhi company under the Act and hence no provision of paragraph 3(xii) of the order is applicable to the company.

13. According to the information and explanation given to us, the company has complied with the provisions of section 177 and 188 of the companies act in respect of transactions with related parties and has made necessary disclosures in its financial statements as required by the accounting standards.

14. According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanation given to us and based on our examination of the records of the company, the Company has not entered into any non-cash transactions with the directors or persons associated with the directors or persons connected with him.

16. The company has obtained registration under section 45-IA of the Reserve Bank of India Act, 1934 vide certificate no. N-13.01863 dated May 17, 2007.

Annexure B to the Independent Auditor’s Report of Even Date on The Financial Statements of Times Guaranty Limited

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 Times Guaranty Limited (“the Company”) as of March 31, 2018 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 control 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 Act, 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 ICAI. 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 judgement, 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 disposition 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 authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 March 31, 2018, 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 ICAI.

FOR V. B. GOEL & CO.

Chartered Accountants

Firm Reg. No. 115906 W

(Vikas Goel)

Place : Mumbai Partner

Date : April 30, 2018 Membership No. : 39287

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Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

TO

THE MEMBERS OF TIMES GUARANTY LTD.

MUMBAI

Report on the Financial statements

We have audited the accompanying financial statements of TIMEs GUARANTY LTD. (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit & Loss Account 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 the 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 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 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, of the state of affairs of the Company as at 31^st March 2016, and its loss and its 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, 2016 (“the order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in “Annexure A” - a statement on the matters specified in paragraph 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 appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit & 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^st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st 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 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 financial statements as referred to in Note no. 19 to the financial statements;

ii) The Company do not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There are no amounts during the year which are required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure A referred to in our Independent Auditor’s Report to the members of the Company on the financial statements for the year ended 31 March 2016, we report that :

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

b) As explained to us, the fixed assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been observed.

c) According to the information and explanations given to us and on the basis of our examination of the records of the company, it does not have any immovable property which are held as fixed assets and hence clause 1(c) of the order is not applicable to the company.

2. The inventories of shares and securities which are held in dematerialized form are verified from the statement received from the Depository participant and in respect of shares held in physical form are verified from share certificates. No Material discrepancies were found on such verification.

3. The Company has not granted any loans, secured or unsecured during the period to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly the clauses 3(iii) (a), (b) and (c) of the Order are not applicable to the company.

4. The company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. In our opinion and according to the information and explanations given to us, the provisions of Section 186 of the Act are not applicable to the company as it is a non-banking financial company.

5. The Company has not accepted any deposits and therefore the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act and the rules framed there under are not applicable. Further we are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company.

6. As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under sub section (1) of Section 148 of the Companies Act, 2013.

7. a) According to the information and explanation given to us, Employees State Insurance Act, Sales Tax, Customs Act, Excise Act are not applicable to the company. The Company is regular in depositing undisputed statutory dues including Income Tax and all other statutory dues with the appropriate authorities during the year. There were no arrears as at 31^st March 2016 for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of sales-tax and income tax on account of dispute, are as follows:

Name of the statute	Nature of the dues	Amount (Rs. in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Bombay Sales Tax Act, 1959	Lease Tax Liability	15.67	1998-99	Tribunal
Income Tax Act, 1961	Income Tax Liability	144.42	1992-93	High Court

8. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year. Accordingly paragraph 3(viii) of the order is not applicable.

9. The Company did not raise any money through public offers nor has it taken any term loans during the year. Accordingly paragraph 3 (ix) of the order is not applicable.

10. According to the information and explanation given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year, nor have we been informed of any such case by the management.

11. According to the information and explanation given to us and based on our examination of records of the company, 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 of the Act.

12. The company is not registered as a Nidhi company under the Act and hence no provision of clause (xii) of Para 3 of the order are applicable to the company.

13. According to the information and explanation given to us, the company has complied with the provisions of Section 177 and 188 of the companies act in respect of transactions with related parties and has made necessary disclosures in its financial statements as required by the accounting standards.

14. According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanation given to us and based on our examination of the records of the company, the Company has not entered into any non-cash transactions with the directors or persons associated with the directors or persons connected with him.

16. The company has obtained registration under Section 45-IA of the Reserve Bank of India Act, 1934 vide certificate no. N-13.01863 dated May 17, 2007.

Annexure B to the Independent Auditor’s Report of even date on the Financial statements of Times Guaranty Limited

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 Times Guaranty Limited (“the Company”) as of March 31, 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 control 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 Act, 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 ICAI. 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 disposition 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 March 31, 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 ICAI.

FOR V. B. GOEL & CO.

Chartered Accountants

Firm Reg. No. 115906 W

(Vikas Goel)

Place : Mumbai Partner

Date : April 19, 2016 Membership No. : 39287

---

Mar 31, 2015

We have audited the accompanying financial statements of Times GuaranTy LTD. ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss Account 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 the 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 thereunder.

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 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 but not for the purpose of expressing an opinion on the effectiveness of the company's internal controls. 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 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 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 March 31, 2015, and its Profit and its 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, 2015 ("the order") issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 appears from our examination of those books;

c. The Balance Sheet, Statement of Profit & 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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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 as referred to in Note no. 19 to the financial statements

ii. The Company do not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no amounts during the year which are required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended 31 march 2015, we report that :

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

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records and the physical inventory have been observed.

2. a) The inventories of shares and securities which are held in dematerialized form are verified from the statement received from the Depository participant and in respect of shares held in physical form are verified from share certificates.

b) The procedures of physical verification of inventory followed by the management are 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 and no material discrepancy was noticed on physical verification.

3. The Company has not granted any loans to companies, frms or other parties covered in the register maintained under section 189 of the Act. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 189 of the Companies Act, 2013, paragraph (iii) (a), (b) of the Order, are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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 services. During the course of our audit, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control system.

5. The Company has not accepted any deposits under the provisions of Section 73 to 76 of the Act and the rules framed there under.

6. As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under sub section (1) of Section 148 of the Companies Act, 2013.

7. a) According to the information and explanation given to us, Employees State Insurance Act, Sales Tax, Customs Act are not applicable to the company. The Company is regular in depositing undisputed statutory dues including Income Tax and all other statutory dues with the appropriate authorities during the year. There were no arrears as at March 31, 2015 for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of sales-tax, on account of dispute, are as follows :

Name of the nature of the dues amount Period to which the Forum where statute (Rs. in Lakhs) amount relates dispute is pending

Bombay Sales Tax Sales Tax Liability 3.92 1998-99 Tribunal Act, 1959

Bombay Sales Tax Lease Tax Liability 15.67 1998-99 Tribunal Act, 1959

c) There were no amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder during the year

8. The Company has no accumulated losses as at March 31, 2015. It has not incurred cash losses in the current financial year and in the immediately preceding financial year.

9. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

11. According to the information and explanation given to us, the Company has not taken any term loans.

12. During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

For V. B. GOeL & CO.

Chartered Accountants

FRN : 115906W

(Vikas Goel)

Place : Mumbai Partner

Date : May 28, 2015 Membership No. 39287

---

Mar 31, 2014

We have audited the accompanying fnancial statements of TIMES GUARANTY LTD. ("the Company"), which comprise the Balance Sheet as at March 31, 2014, Statement of Profit & Loss Account 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 fnancial statements that give a true and fair view of the fnancial position and fnancial performance 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company''s internal controls. 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of Profit & Loss Account, of the Profit for the year ended on that date.

c) in the case of Cash fow 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 sub section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 & 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, Statement of Profit & Loss and Cash fow statement comply with the Accounting Standards referred to in sub - section (3C) of Section 211 of the Companies Act, 1956.

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March31, 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 referred to in point no. 1 of report on other Legal and regulatory requirements of even date to the members of Times Guaranty Limited on the accounts for the year ended march 31, 2014.

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

b) The fixed assets of the company have been physically verifed during the year by the management and no material discrepancies between the book records and the physical inventory have been observed.

c) The company has not disposed of substantial part of fixed assets during the year.

2. a) The inventories of shares and securities which are held in dematerialized form are verifed from the statement received from the Depository participant and in respect of shares held in physical form are verifed from share certifcates.

b) The procedures of physical verifcation of inventory followed by the management are 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 and no material discrepancy was noticed on physical verifcation.

3. a) The Company has not granted any unsecured loans to any company covered in the register maintained under section 301 of the Act. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii) (b), (c) and (d) of the Order, are not applicable.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. As the company has not taken any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii) (f) and (g) of the Order, are not applicable.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. According to the information and explanation given to us and on the basis of audit procedures performed by us, there are no contracts referred to in Section 301, of the Companies Act, 1956, entered into by the company that has to be entered into in the register required to be maintained under this section, and paragraph (b) of the order is not applicable.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company''s present internal audit system is commensurate with its size and the nature of its business.

8. As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanation given to us, Employees State Insurance Act, Sales Tax, Customs Act are not applicable to the company. The Company is regular in depositing undisputed statutory dues including Income Tax and all other statutory dues with the appropriate authorities during the year. There were no arrears as at 31st March, 2014 for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of sales-tax, on account of dispute, are as follows :

Name of the Nature of the dues Amount Period to which the statute (rs. in amount relates Lakhs)

Bombay Sales Tax Sales Tax Liability 3.92 1998-99 Act, 1959

Bombay Sales Tax Lease Tax Liability 15.67 1998-99 Act, 1959



Name of the Statute Forum where dispute is pending

Bombay Sales Tax Act, 1959 Tribunal

Bombay Sales Tax Act, 1959 Tribunal

10. The Company has no accumulated losses as at March 31, 2014. It has not incurred cash losses in the current fnancial year and in the immediately preceding fnancial year.

11. The company has not taken any loan from bank or fnancial institution nor has issued any debentures.

12. According to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledging of shares and other securities.

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14. According to the information and explanations given to us and on the basis of audit procedures performed by us, in respect of dealing or trading in securities, debentures and other investments, we report as under :

a) The company has maintained proper records for the transaction and contract made for purchase and sale of shares, securities, debentures or other investments during the year;

b) The company has timely entered the transaction and contracts in their records;

c) On verifcation of record and according to the information given to us the investments are held in the companies name only.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and fnancial institutions.

16. According to the information and explanation given to us, the Company has not taken any term loans.

17. According to the information and explanation given to us, the Company has not raised any short-term loans during the year.

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in register maintained u/s 301.

19. The Company has not issued any Debentures during the year.

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

21. During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

For V. B. GoeL & Co. Chartered Accountants FRN : 115906W

(Vikas Goel) Place : Mumbai Partner Date : 20.05.2014 Membership No. 39287

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TIMES GUARANTY LTD. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, Statement of Profit & Loss Account 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 and financial performance 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 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 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 basis for our audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of Profit & Loss Account, of the profit for the year ended on that date.

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 sub section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion Balance Sheet, Statement of Profit & Loss and Cash flow statement comply with the Accounting Standards referred to in sub - section (3C) of Section 211 of the Companies Act,1956.

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure referred to in point no. 1 of Report on Other Legal and Regulatory Requirements of even date to the members of Times Guaranty Limited on the Accounts for the year ended March 31, 2013.

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

b) The fixed assets of the Company have been physically verified during the year by the management and no material discrepancies between the book records and the physical inventory have been observed. c ) Company has not disposed off substantial parts of fixed assets during the year.

2 . a) The inventory (excluding stocks with the third parties) has been physically verified by the management during the year. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventory followed by the management are 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 and no material discrepancy was noticed on physical verification.

3 . a) The Company has not granted any unsecured loans to any company covered in the register maintained under section 301 of the Companies Act. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii) (b), (c) and (d) of the Order, are not applicable.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act. As the company has not taken any loans , secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii) (f) and (g) of the Order, are not applicable.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5 . According to the information and explanation given to us and on the basis of audit procedures performed by us, there are no contracts referred to in Section 301, of the Companies Act, 1956, entered into by the company that has to be entered into in the register required to be maintained under this section, and paragraph (b) of the order is not applicable.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7 . In our opinion, the Company''s present internal audit system is commensurate with its size and the nature of its business.

8 . As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanation given to us, Employees State Insurance Act, Sales Tax,

Wealth Tax, Customs Act are not applicable to the Company. The Company is regular in depositing undisputed statutory dues including Income Tax and all other statutory dues with the appropriate authorities during the year. There were no arrears as at 31st March 2013 for a period of more than six months from the date they become payable. b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, on account of any dispute, are as follows:

Name of the statute Nature of the dues Amount Period to Forum where (Rs. in which the dispute is Lakhs) amount pending relates

Income Tax Act 1961 Income Tax Liability 113.06 1993-94 ITAT

Income Tax Act 1961 Income Tax Liability 1.90 2009-10 CIT

Bombay Sales Tax Act,1959 Sales Tax Liability 3.92 1998-99 Tribunal

Bombay Sales Tax Act,1959 Lease Tax Liability 15.67 1998-99 Tribunal

10. The Company has no accumulated losses as at March 31, 2013. It has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11 . The company has not taken any loan from bank or financial institution nor has issued any debentures.

1 2 . According to the information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledging of shares and other securities.

1 3 . The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

1 4. According to the information and explanations given to us and on the basis of audit procedures performed by us, in respect of dealing or trading in securities, debentures and other investments, we report as under :

a) The company has maintained proper records for the transaction and contract made for purchase and sale of shares, securities, debentures or other investments during the year;

b) The company has timely entered the transaction and contracts in their records;

c) On verification of record and according to the information given to us the investments are held in the company''s name only.

1 5 . According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

1 6 . According to the information and explanation given to us, the Company have not taken any term loans.

1 7. According to the information and explanation given to us, the Company has not raised any short-term loans during the year.

1 8 . The Company has not made any preferential allotment of shares during the year to parties and companies covered in register maintained u/s 301.

1 9 . The Company has not issued any Debentures during the year.

2 0 The Company has not raised any money by way of public issue during the year.

2 1 . During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

For V. B. GOEL & CO.

Chartered Accountants

Firm Reg. No. 115906 W



(Vikas Goel)

Place : Mumbai Partner

Date : 29.05.2013 Membership No. 39287

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of TIMES GUARANTY LTD. ("the company) as at March 31, 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act) and on the basis of such checks 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 paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account 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 and Profit & Loss Account dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act.

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement read with the Notes thereon and attached thereto give in the prescribed manner, the information required by the Companies Act, 1956 in the manner so required and also gives a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date ;

iii) in so far it relates to the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors' Report of even date to the members of Times Guaranty Limited on the Accounts for the year ended March 31, 2012.

1. a) The Company has maintained proper records to show full particulars, including quantitative details and situation, of its fixed assets.

b) The Management has physically verified the fixed assets of the Company during the year and no discrepancies between the book records and the physical inventory were noticed.

c) During the year, the Company has not disposed off substantial parts of fixed assets.

2. a) The inventory (excluding stocks with the third parties) has been physically verified by the management during the year. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventory followed by the management are 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 and no material discrepancy was noticed on physical verification.

3. a) As informed, 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 Companies Act, 1956. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the company has not taken any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(f) and (g) of the Order, are not applicable.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. According to the information and explanation given to us and on the basis of audit procedures performed by us, there are no contracts referred to in Section 301 of the Companies Act, 1956, entered into by the company that has to be entered into in the register required to be maintained under this section, and paragraph (b) of the order is not applicable.

6. According to the information and explanation given to us and on the basis of audit procedures performed by us, the company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. According to the information and explanation given to us and on the basis of audit procedures performed by us, we are of the opinion that the Company's present internal audit system is commensurate with its size and the nature of its business.

8. The Central government has not prescribed the maintenance of cost records by the Company under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. a) 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, customs duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there is no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income- tax, wealth-tax, service-tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from which they became payable.

c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service-tax, customs-duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of the Amount Period to Forum where statute dues (Rs. in which the dispute is Lakhs) amount pending relates

Income Tax Income Tax 113.06 1993-94 ITAT Act 1961 Liability

Income Tax Income Tax 1.90 2009-10 CIT Act 1961 Liability

Bombay Sales Sales Tax 3.92 1998-99 Tribunal Tax Act, Liability 1959

Bombay Sales Lease Tax 15.67 1998-99 Tribunal Tax Act, Liability 1959

10. The company has no accumulated losses as at the end of the financial year. The company has not incurred any cash losses either during the current financial year, and in the immediately preceding financial year.

11. According to the information and explanation given to us and on the basis of audit procedures performed by us, no amount was borrowed from any financial institutions or bank and no debentures were issued by the company.

12. According to the information and explanation given to us and on the basis of audit procedures performed by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

14. According to the information and explanations given to us and on the basis of audit procedures performed by us, in respect of dealing or trading in securities, debentures and other investments, we report as under :

a) The company has maintained proper records for the transaction and contract made for purchase and sale of shares, securities, debentures or other investments during the year;

b) The company has timely entered the transaction and contracts in their records;

c) On verification of record and according to the information given to us the investments are held in the company's name only.

15. As informed to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the Company have not taken any term loans during the year.

17. According to the information and explanation given to us, the Company has not raised any short-term loans during the year.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the Company has not issued debentures during the year.

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

21. During the course of our examination of the books of accounts and records of the company, carried out in accordance with the generally accepted Auditing Standards in India, according to the information and explanations given to us and to the best of our knowledge and belief we have neither come across any instance of fraud on or by the company has been noticed or reported during the year.

For V. B. GOEL & CO. Chartered Accountants FRN : 115906W

(Vikas Goel) Partner Membership No. 39287

Place : Mumbai Date : 22.05.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of TIMES GUARANTY LTD.('the Company') as at March 31, 2011 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto, and issued our audit opinion dated 16/5/2011 thereon. These financial statements are the responsibility of the Company's management. Our responsibility was to express an opinion on these financial statements based on our audit. Our audit was conducted in the manner specified in paragraph 2 of the audit report.

As required by the Non-Banking Financial Companies Auditor's Report (Reserve Bank) Direction's, 2008, issued by the Reserve Bank of India('Bank') and amended from time to time('Directions'),based on our audit referred to in paragraph 1 above and based on the information' and explanations given to us which to the best of our knowledge and belief were necessary for this purpose, we report hereunder on the matters specified in Paragraphs 3 of the Directions:

a) The company is engaged in the business of Non Banking Financial Institution ('NBFI') as defined in Section 45-l(a) of the Reserve Bank of India Act,1934('the Act') during the year ended 31st March 2011 and it has obtained Certificate of Registration No.N-l3.01863 dated May 17,2007 from the Reserve Bank of India;

b) Based on, the Asset/Income pattern as on March 31,2011 determined by the Management in accordance with the audited financial statements for the year ended as on that date, and with reference to paragraph 15 of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank)Directions,2007, the company is entitled to continue to hold such Certificate of Registration;

c) The Board of Directors in their meeting held on 30.06.2009 has passed a resolution for non-acceptance of any public deposits without prior approval of Reserve Bank of India in writing;

d) The company has not accepted any public deposit during the year ended March 31,2011;

e) 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 in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended March 31, 2011;

f) The Clause 3B (iv) (a) and (b) of the Directions are not applicable, as the asset size of the company is less than Rs.100 crores and hence not commented upon.

This report is issued solely for reporting on the matters specified in paragraphs 3 of the Directions, to the Board of Directors and is not to be used or distributed for any other purpose.

AUDITORS'REPORT TO THE MEMBERS OF TIMES GUARANTY LIMITED

1. We have audited the attached Balance Sheet of TIMES GUARANTY LTD. ("the company") as at March 31, 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order. 2003, issued by the Central Government of India in terms of Section 227(.4A) of the Companies Act, 1956 (the Act) and on the basis of such checks 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 paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief. were necessary for the purposes of our audit;

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

c) The Balance Sheet, Profit and.Loss Account 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 and Profit & Loss Account dealt with by this report have been prepared in compliance with the applicable accounting, standards referred to in Section 211 (3C) of the Act.-

e) On the basis of the written representations received from the Directors and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement read with the Notes thereon and attached thereto given in the prescribed manner, the information required by the Companies Act. 1956 in the manner so required and also gives a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date ;

iii) in so far it relates to the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors' Report of even date to the members of Times Guaranty Limited on the Accounts for the year ended March 31, 2011.

1. a) The Company has maintained proper records to show full particulars, including quantitative details and

situation, of its fixed assets.

b) The Management has- physically verified the fixed assets of the Company during the year and no discrepancies between the book records and the physical inventory were noticed.

c) During the year,.the Company has not disposed off substantial parts of fixed assets.

2. a) The inventory (excluding stocks with the third parties) has been physically verified by the management

during the year. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventory followed by the management are 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 and no material discrepancy was noticed on physical verification.

3. a) As informed, 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 Companies Act, 1956. As the company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under the Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,]956. As the company has not taken any loans, secured or unsecured, to parlies listed in the Register maintained under the Section 301 of the Companies Act,1956,paragraph (iii)(f) and (g) of the Order, are not applicable.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. According to the information and explanation given to us and on the basis of audit procedures performed by us, there are no contracts referred to in Section 301, of the Companies Act, 1956, entered into by the company that has to be entered into in the register required to be maintained under this section, and paragraph (b) of the Order is not applicable.

6. According to the information and explanation given to us and on the basis of audit procedures performed by us, the company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. According to the information and explanation given to us and on the basis of audit procedures performed by us, we are of the opinion that the Company's present internal audit system is commensurate with its size and the nature of its business.

8. The Central government has not prescribed the maintenance of cost records by the Company under clause (d) of sub-section (1) of Section 209 of the Companies Act. 1956.

9. a) 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. customs duly, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there is no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income- tax, wealth-tax, service-tax, sales-tax. customs duty, excise duty, cess and other undisputed statutory dues were outstanding, al the year end, for a period of more than.six months from which they became payable.

c) According to the records of the Company, the clues outstanding.of income-tax. sales-tax. wealth-tax, service-tax. customs-duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of the Amount Period to Forum where statute dues (Rs. in which the dispute is Lakhs) amount pending relates

Income Tax Income Tax Act 1961 Liability 113.06 1993-94 ITAT

Bombay Sales Sales Tax Tax Act.1959 Liability 3.92 1998-99 Tribunal

Bombay Sales Lease Tax Tax Act.1959 Liability 15.67 1998-99 Tribunal

10. The company has no accumulated losses as at the end of the financial year. The company has not incurred any cash losses either during the current financial year, and in the immediately preceding financial year.

11. According to the information and explanation given to us and on the basis of audit procedures performed by its, no amount was borrowed from any financial institutions or bank and no debentures were issued by the company.

12. According to the information and explanation given to us and on the basis of audit procedures performed by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares. debentures and other securities;

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it.

1 4. According to the information and explanations given to us and on the basis of audit procedures performed by us, in respect of dealing or trading in securities, debentures and other investments, we report as under :

a) The company has maintained proper records for the transaction and contract made for purchase and sale of shares, securities, debentures or other investments during the year;

b) The company has timely entered the transaction and contracts.in their records;

c) On verification of record and according to the information given to us the investments are held in the company's name only.

15. As informed to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the Company have not taken any term loans during the year.

17. According to the information and explanation given to us, the Company has not raised any short-term loans during the year.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the Company has not issued debentures during the year.

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

21. During the course of our examination of the books of accounts and records of the company, carried out in accordance with the generally accepted Auditing Standards in India, according to the information and explanations given to us and to the best of our knowledge and belief we have neither come across any instance of fraud on or by the company has been noticed or reported during the year.

For V. B. GOEL & CO. Chartered Accountants FRN : 115906W

(Vikas Goel) Partner Membership No. 39287

Place : Mumbai Date ; 16/05/2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Times Guaranty Ltd. (the Company) as at March 31, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto and issued our audit opinion dated May 28th, 2010 thereon. These financial statements are the responsibility of the Companys management. Our responsibility was to express an opinion on these financial statements based on our audit. Our audit was conducted in the manner specified in paragraph 2 of the audit report.

2. As required by the "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008, issued by the Reserve Bank of India (the Bank ) and amended from time to time (the Directions), based on our audit referred to in paragraph 1 above and based on the information and explanations given to us which to the best of our knowledge and belief were necessary for this purpose, we report hereunder on the matters specified in paragraphs 3 of the Directions :

a. The company is engaged in the business of Non Banking Financial Institution (NBFI) as defined in section 45-1(a) of the Reserve Bank of India Act, 1934 (the Act) during the year ended March 31, 2010 and it has obtained Certificate of Registration No. N-13.01863 dated May 17, 2007 from Reserve Bank of India;

b. Based on, the asset/income pattern as on March 31, 2010 determined by the Management in accordance with the audited financial statements for the year ended as on that date, and with reference to paragraph 15 of the Non-banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, the Company is entitled to continue to hold such Certificate of Registration;

c. The Board of Directors in their meeting held on June 30th, 2009 has passed a resolution for non-acceptance of any public deposits without prior approval of Reserve Bank of India in writing;

d. The Company has not accepted any public deposits during the year ended March 31, 2010;

e. 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 in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended March 31, 2010;

f. The clause 3(B) (iv) (a) and (b) of the directions are not applicable, as the asset size of the company is less than Rs. 100 crores and hence not commented upon.

3. This report is issued solely for reporting on the matters specified in paragraphs 3 of the Directions, to the Board of Directions and is not to be used or distributed for any other purpose.

We have audited the attached Balance sheet of TIMES GUARANTY LTD ("the company") as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 and amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, on the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent they are applicable to the Company.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination.

c) The Balance sheet, Profit and Loss Account 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 and Profit and Loss Account dealt with by this report comply with the Companies (Accounting Standards) Rules, 2006 and / or Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information, and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and other notes 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:

i) in case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010 and

ii) in case of the Profit and Loss Account, of the profit for the year ended on that date.

iii) in so far it relates to the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date to the Members of Times Guaranty Limited on the Financial Statement for the year ended March 31, 2010.

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

b The fixed assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c Based on the information and explanation given by the management and on the basis of audit procedures performed by us, we are of the opinion that the Company has not disposed off substantial part of its fixed assets during the year.

ii. a The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b The procedures of physical verification of inventory followed by the management are 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 and no material discrepancies were noticed on physical verification carried out at the end of the year.

iii. a As informed, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Registrar maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b As informed, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not taken any loans, secured or unsecured, to parties listed in the Registrar maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(f) and (g) of the Order, are not applicable.

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

v. According to the information and explanation given to us and on the basis of audit procedures performed by us, there are no contracts referred to in Section 301 of the Companies Act, 1956 that has to be entered in the register required to be maintained under this section.

vi. According to the information and explanation given to us and on the basis of audit procedures performed by us, we are of the opinion that the Company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act and the rules framed there under apply.

vii. According to the information and explanation given to us and on the basis of audit procedures performed by us, we are of the opinion that the company has an internal audit system commensurate to the size of the company.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

Times Guaranty Limited

ix. a The Company is regular in depositing except as stated below 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, customs duty, excise duty, cess and other material statutory dues applicable to it.

b According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where

(Rs) which the dispute is

amount pending relates

Income Tax Act 1961 Income tax Liability 113.06 lakhs 1993-94 ITAT

Bombay Sales Tax Act 1959 Sales Tax Liability 3.92 lakhs 1998-99 Tribunal

Bombay Sales Tax Act 1959 Lease Tax Liability 15.67 lakhs 1998-99 Tribunal

x. The company does not have any accumulated losses. Also it has not incurred any cash losses either during the financial year on that date, and in the immediately preceding financial year.

xi. According to the information and explanation given to us and on the basis of audit procedures performed by us, no amount was borrowed from any financial institution or bank and no debentures were issued by the company.

xii. According to the information and explanation given to us and on the basis of audit procedures performed by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. According to the information and explanation given to us and on the basis of audit procedures performed by us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. According to the information and explanation given to us and on the basis of audit procedures performed by us, the Company has not taken any term loans.

xvii. According to the information and explanation given to us and on the basis of audit procedures performed by us, the Company has not raised any short-term loans during the year.

xviii. According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, no debentures were issued by the Company during the year.

xx. The Company has not raised any money by way of public issues during the year.

xxi. 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 fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For HARIBHAKTI & CO,

Firms Registration No. 103523W

Chartered Accountants

SARAH GEORGE

Place :Mumbai Partner

Date :28th May, 2010 Membership No. 045255