Auditor Report of Tourism Finance Corporation of India Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Tourism Finance Corporation of India Limited (‘the Company’), which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and notes to financial statements comprising of a summary of significant accounting policies and other explanatory information Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 judgements 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 onAuditing 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 the 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 reasonableness of the accounting estimates made by the Company’s Director, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our Information and according to the explanations given to us, the aforesaid financial statements give the Information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2018 its profit and 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 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014;

e) On the basis of 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 repsect to the adequacy of the Internal Financial Control over financial reporting of the company and the operating effectiveness of such controls refer to Annexure - B to the Auditors Report;

g) With respect to the other matters to be included in the Auditors report in accordance with the Rule 11 of the Company (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;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR’S REPORT

The Annexure referred to in our Independent Auditors Report to the members of Tourism Finance Corporation of India Limited on the financial statements for the year ended 31st March 2018, we report that:

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

b) The Company has a regular system of physical verification of its fixed assets every year. Accordingly, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) The title deeds of immovable properties are held in the company’s name.

ii. The nature of the company’s business/activities/ transactions does not require it to hold inventories. Hence, the provisions of Clause 3(ii) of the Order are not applicable to the company

iii. The company has not granted any loan, secured or unsecured, to the companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, the provisions of Clause, 3(iii) (a), (b) & (c) of the Order are not applicable to the Company.

iv. There is no transaction during the year which attracts the provision of Section 185 & 186 of the Companies Act, 2013.

v. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and rules framed there under are not applicable to the Company.

vi. According to Information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of business carried out by the Company. Therefore, provisions of Clause 3(vi) of the Order are not applicable to the Company.

vii. (a) The Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, service tax, cess and any other statutory dues as applicable to it with appropriate authorities.

(b) There were no undisputed amount payable in respect of provident fund, Income tax, service tax, cess and any other statutory dues in arrears as at 31st March 2018 for a period more than six months from the date they became payable.

(c) According to the Information and explanations given to us, dues of Income tax, which have not been deposited on account of a dispute as at 31st March 2018 are as follows:

Name of Statute	Assessment Year	Amount (In Rs.)	Forum where the dispute is pending
Income Tax	2008-09	1,38,51,455	ITAT Delhi
Income Tax	2009-10	3,12,56,600	A.O.*
Income Tax	2010-11	1,83,17,884	ITAT Delhi
Income Tax	2011-12	2,21,610	A.O. (for rectification)
Income Tax	2012-13	9,15,920	CIT (A)- Delhi
Income Tax	2013-14	1,34,18,600	CIT (A)- Delhi
Income Tax	2014-15	67,24,850	ITAT Delhi
Income Tax	2015-16	44,46,264	CIT (A)- Delhi

*ITAT Delhi, had set aside the order or A.O. / CIT (A) and directed Assessing Officer to decide the matter afresh by giving the assessee an opportunity of being heard.

viii. The Company has not defaulted in repayment of loans or borrowings to a financial institutions, banks, Government or dues of debenture holders.

ix. The company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.

x. To the best of our knowledge and 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;

xi. In our opinion and according to the information and explanation given to us, the company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. Since the company is not a Nidhi Company, therefore, provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanation given to us, all the transactions with the related parties entered into by the company are in compliance with Sections 177 and 188 of Companies Act, 2013 and the details of which have been disclosed in the financial statements etc., as required by the applicable accounting standards;

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting under clause 3 (xiv) of the order is not applicable to the company;

xv. In our opinion and according to the information and explanation given to us, during the year, the company has not entered into any non-cash transactions with directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 is not applicable to the company;

xvi. The company is registered under section 45-IA of the Reserve Bank of India Act, 1934 as NBFC-SI-ND vide Registration No.:B.14.00005 dated 08.05.2009.

“Annexure B” to the Independent Auditor’s Report on the Financial Statements of Tourism Finance Corporation of India Ltd.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of Tourism Finance Corporation of India Ltd (“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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s 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 dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 31st March 2018, based on the reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Suresh Chandra & Associates

Chartered Accountants

Firm Reg. No: 001359N

(Madhur Gupta)

Place: New Delhi Partner

Date : May 26, 2018 M.No.: 090205

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Mar 31, 2017

To

The Members of

Tourism Finance Corporation of India Limited Report on the Financial Statements

We have audited the accompanying financial statements of Tourism Finance Corporation of India Limited (the Company) which comprise the Balance Sheet as at 3ht March, 207, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matte stated in Section 34(5) of the Companies Act, 20® (the Act) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule: 204. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Ac for safeguarding the assets of the Company and for preventing a detecting frauds and other irregularities; selection and application ( 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 miss-statement, 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 tl provisions of the Act the accounting and auditing standards an matters which are required to be included in the audit report und the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards o Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and pl 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 auditors judgment, including the assessment of the risks of the material misstatement of 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 au procedures that are appropriate in the circumstances. An audit al includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thish 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

Emphasis of Matter

i) A sum of Rs. 1.61 crore has been written off during the year which pertains to old TDS Claim for the period 994-95, 995-^f 96, 996-97, 997-98 and 2000-01 rejected by the Income Tax

Department and the Company failed to follow up the same with the dedicators; Refer Note No. 3 Reserve & Surplus Item No.

ii) During the year, Company written off Rs. 19.12 Crore in the first year of irregularity in the NPA account of Rainbow Papers Ltd. The loan was secured by pledge of promoters'' equity holding. There has been significant fall in the value thereof during the year and the company failed to recover Rs. 9.2 Crore due to short fall in the value of shares. The merits of decision of the Management in writing off Rs. 19.12 Crore could not be , explained.

This report is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 206 (the Order) issued by the Central Government of India In terms of sub-section (1) of section 43 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by Section 43(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 _e have been kept by the Company so far as appears from our examination of those books; er c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply n with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of Companies (Accounts)

Rules, 2014;

e) On the basis of written representations received from the Directors as on 3ht March 207, taken on record by the Board of Directors, none of the Directors is disqualified as the on 3ht March 207, from being appointed as a Director in terms of Section £4(2) of the Act; f) In our opinion heisting Internal Financial Controls system in place over financial reporting of the Company lit needs to be improved (Refer Annexure-B attached);

g) With respect to the other matters to be included in the Auditors report in accordance with the Rule 11 of the Company (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 pending litigations on its financial position in its financial statements;

ii. the Company has made provision, as required under I the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. there has been no delay in transferring amounts required to be transferred, to the Investor Educator and Protection Fund by the Company.

iv. the company has provided requisite disclosures in its financial statements as to holding as well as dealing

in Specified Bank Notes during the period from 8^th November, 206 to 30^th December, 206 and these are in accordance with the books of accounts maintained by the Company-refer note 32 to the financial statement. h) The observations/comments of the Auditors on the Directions/Sub-Directions issued by the C&AG of India under Section 143(5) of the Companies Act 20® are enclosed as Annexure-I &Annexure-II.

of cost records under sub section (1) of Section 148 of the Companies Act, 203 in respect of business carried out by the Company. Therefore, provisions of Clause 3(vi) of the Order are not applicable to the Company. viii) (a)The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, service tax, cess and any other statutory dues as applicable to it with appropriate authorities.

(b) According to the Information and explanations given to us, dues of Income tax, which have not been deposited on account of a dispute as at 3 March, 207 are as follows:

Name of Statute	Assess ment Year	Amount (In '')	Forum where the dispute is pending
Income Tax	2008-09	13851,455 ITA	Delhi
Income Tax	2009-10	3,12,56,600* ITAT	'' Delhi
Income Tax	2010-11	2,23,16,345 ITAT	Delhi
Income Tax	1011-12	2,95,89,500 CIT	Appeals) Delhi IX
Income T ax	2013-14	1,34,18,600 CIT	Appeals) Delhi IX
Income T ax	2014-15	4,62,87,9 73 CIT	(Appeals) Delhi IX

ANNEXURE TO THE AUDITOR’S REPORT

*ITAT, Delhi, while hearing TFCI appeal, referred back the matter to the Assessing Officer (DCIT) to decide the matter t_o afresh by giving the assessed an opportunity of being heard.

(ix) The Company has not defaulted repayment of loans or borrowings to a financial institutions, banks, Government or dues of debenture holders.

(x) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.

(xi) No fraud by the company or on the Company by its officers or employees, was noticed or reported during the year.

(xii) The Company has paid manager reminder at ion in accordance with the requisite approvals mandated by the provisions of section 97 read with Schedule V to the Companies Act.

(xiii) Since the Company is not a N idhi Company, therefore, provisions of Clause 3(xii) of the Order are not applicable to the Company.

(xiv) All the transactions with the relataries entered into by the company are in compliance with Sections 177 and 88 of Companies Act, 203 and the details of which have been 5 disclosed in the financial statements etc., as required by the applicable accounting standards.

(xv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xvi) The Company has not entered to any non-cash transactions ^s with directors or persons connected with him.

(xvii) The Company is registered under Section 45-IA the Reserve Bank of India Act, 934 as NBFC-SI-ND vide registration No. B.H.C0CC5 dated C8.D5.2C09.

The Annexure referred to in our Independent Auditors Report t the members of Tourism Finance Corporation of India Limited on the financial statements for the year ended 31st March, 2017; we report that:

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

b) The Company has a regular system of physical verification of its fixed assets. Accordingly, the fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of assets.

c) The title deeds of immovable properties are held in the company’s name.

(ii) The nature of the company business/activities/transactions does not require it to hold inventories, hence, Clause 3(ii) of the Order are not applicable to the company

(iii) The company has not granted any loan, secured, or unsecured, to the companies, firms, limited liability partnership or other parties covered in the register maintained under section 89 of the Companies Act, 203. Hence, the provisions of Clause, 3(iii) (a),

(b) & (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, internal control system having regard to size of thish Company and the nature of its business for the purchase of fixed assets and for sale of services need improvement. The activities of the Company do not involve purchase of inventory and sale of goods. We have observed weaknesses in the internal control system during the course of audit;

(v) There is no transaction during the year which attracts the provision of Section 85 & 86 of the Companies Act, 20®.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and rules framed there under are not applicable.

(vii) According to information and explanation given to us, the Central Government has not prescribed the maintenance

“Annexure B” to the Independent Auditor’s Report on the Standalone Financial Statements of Tourism Finance Corporation of India Ltd.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section.

We have audited the internal financial controls over financial reporting of Tourism Finance Corporation of India Ltd (t‘h Company) as of March 3, 207 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company^ 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 Finance Controls over Financial Reporting issued by the Institute Chartered Accountants of India. These responsibilities induce 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 policies, the safeguarding of its assets, the prevention and detection of frauds and errors, t accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control Over Financial Reporting and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 43(0) of the Companies Act, 203, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issue by the Institute of Chartered Accountants of India. Tho Standards and the Guidance Note require that we comply; with ethical requirements and plan and perform the audit t 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 an evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors 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 controls 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 controls over financial reporting includes those policies and procedures that () pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation if financial statements in accordance with generally accepted discounting principles, and that receipts and expenditures ere 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

Ien our opinion, the Company does not have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were not operating effectively as at 31¹ March 207, 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. The system of appraisal and monitoring of loans needs improvement in the existing system of internal financial controls of the company.

For V C Gautam & Co.

Chartered Accountants

Firm Reg. No: C0CB65N

(Vishnu Gautam)

Place: New Delhi Partner

Date: May 29, 207 M.No.: 013257

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Mar 31, 2016

To,

The Members of

Tourism Finance Corporation of India Limited Report on the Financial Statements

We have audited the accompanying financial statements of Tourism Finance Corporation of India Limited (the Company), which comprise the Balance Sheet as at Bst March 206, the Statement of Profit and Loss and Cash Flow Statement for the year ended and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matter: stated in Section B4(5) of the Companies Act, 20B (the Act) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 an detecting frauds and other irregularities, selection and application oi appropriate accounting policies, making judgements 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 mis-statement, 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 auditors judgment, including the assessment of the risks of the material miss-statement of t 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 reasonableness of the accounting estimates made by the Company’s Director, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 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 (Auditors Report) Order, 206 (the Order) issued by the Central Government of India In terms of sub-section (1) of section fifty of the Act, we give in the Annexure, a statement on the matters specified in paragraphs

B and 4 of the Order, to the extent applicable.

2) As required by Section fife) 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 company has no branch office;

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

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section BB of the Act read with Rule 7 of Companies (Accounts) Rules, 2014;

f) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Company;

^r g) On the basis of written representations received from the Directors as on Bit March 206, taken on record by the Board of Directors, none of the Directors is disqualified as on B1bt March 206, from being appointed as a Director in ¹ terms of Section 164(2) of the Act;

h) In our opinion, the existing Internal Financial Control system in place over financial reporting of the Company needs to be further strengthened (as per Annexure-B attached);

i) With respect to the other matters to be included in the ^he Auditors report in accordance with the Rule 11 of the Company (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the _t explanations given to us: _o i. the Company has disclosed the impact pending litigations on its financial position in its financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

J) The observations/comments of the Auditors on the Directions/Sub-Directions issued by the C&AG of India under Section 143(5) of the Companies Act, 2013 are enclosed as Annexure-I & Annexure-II.

ANNEXURE TO THE AUDITOR’S REPORT

The Annexure referred to in our Independent Auditors Report the members of Tourism Finance Corporation of India Limited o the financial statements for the year ended 31st March 2016, we report that:

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

b) The Company has a regular system of physical verification of its fixed assets every year. Accordingly, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of it assets.

c) The title deeds of immovable properties are held in company’s name.

(ii) The nature of the compares’ business/activities/transactions does not require it to hold inventories. Hence, the provision: of Clause 3(ii) of the Order are not applicable to the company

(iii) The company has not granted any loan, secured or unsecured, to the companies, firms, limited liability partnership or other parties covered in the register maintained under section 189 of th Companies Act, 2013. Hence, the provisions of Clause, 3(iii) (a), (b) & (c) of the Order are not applicable to the Company.

(iv) There is no transaction during the year which attracts th provision of Section 85 & 86 of the Companies Act, 20®.

(v) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 20® and rules framed there under are not applicable to the Company.

(vi) According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of business carried out by the Company. Therefore, provisions of Clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, service tax, cess and any other statutory dues as applicable to it with appropriate authorities.

(b) According to the Information and explanations given to us, dues of Income tax, which have not been deposited on account of a dispute as at 31st March, 2016 are as follows:

Name of Statute	Assessment Year	Amount (In ''	Forum where the dispute is pending
Income Tax	2008-09 1	27,89,447* ITA	T Delhi
Income Tax	2009-0 2	23,16,345 ITA	T Delhi
Income Tax	201-1 4,4	,54,522 ITAT	Delhi
Income Tax	20112 2,9	5,8950 CIT	Appeals) Delhi IX
Income T ax	202-3 72	71890 CIT	(Appeals) Delhi IX
Income T ax	203-14 1P	4,8600 CIT(	Appeals) Delhi IX

*ITAT Delhi, while hearing TFCI appeal, referred back the matter to the Assessing Officer (DCIT) to decide the matter afresh by giving the assessed an opportunity of being heard.

(lii) The Company has not defaulted, repayment of loans or borrowings to a financial institutions, banks, Government or dues of debenture holders.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised. However, during the year, the company has raised Rs.59.74 crore by way of issue of secured non-convertible debenture on private placement basis.

(x) There was no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

exi) The Company has paid manager reminder at ion in accordance with the requisite approvals mandated by the provisions of section 97 read with Schedule V to the Companies Act.

(xii) Since the Company is not a Nidhi Company, therefore, provisions of Clause 3(xii) of the Order are not applicable to the Company.

(xiii) All the transactions with the relater ies entered into by the company are in compliance with Sections 177 and 188 of Companies Act, 2013 and the details of which have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The Company has not entering to any non-cash transactions with directors or persons connected with him.

(xvi) The Company is registered under Section 45-M the Reserve Bank of India Act, 934 as NBFC-ND-SI vide registration No. B.H.(I005 dated 08.05.2009.

“Annexure B” to the Independent Auditor’s Report on the Standalone Financial Statements of Tourism Finance Corporation of India Ltd.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of Tourism Finance Corporation of India Ltd (t‘] Company)’ as of March B1, 206 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of intern control stated in the Guidance Note on Audit of Internal Finn Controls over Financial Reporting issued by the Institute Chartered Accountants of India. These responsibilities inclu 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 err< the accuracy and completeness of the accounting records, an the timely preparation of reliable financial information, as required under the Companies Act, 20B.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company'' internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with th Guidance Note on Audit of Internal Financial Controls O^ Financial Reporting and the Standards on Auditing, issued b ICAI and deemed to be prescribed under section 1B(D) of the Companies Act, 20B, 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 Instil of Chartered Accountants of India. Those Standards and 1 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 respect

Our audit involves performing procedures to obtain audi 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 i evaluating the design and operating effectiveness of intern control based on the assessed risk. The procedures select depend on the auditors 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 () pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that inactions are recorded as necessary to permit preparation ₃pf financial statements in accordance with generally accepted _accounting principles, and that receipts and expenditures of the company ire being made only in accordance with authorisations of management and directors of the company; and (B) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or position 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 ^ot 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’s internal financial controls system over financial reporting as at March 31, 2016 needs to be further strengthened based on the internal control over financial reporting criteria established by the Company ’considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For V C Gautam & Co.

Chartered Accountants

Firm Reg. No: 000B65N

(Vishnu Gautam)

Place: New Delhi Partner

Date: May B, 206 M.No.: 06257

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Mar 31, 2015

We have audited the accompanying financial statements of Tourism Finance Corporation of India Limited ('the Company'), which comprise the Balance Sheet as at 31stMarch 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 judgements 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 the 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 reasonableness of the accounting estimates made by the Company's Director, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our Information and according to the explanations given to us, the aforesaid financial statements give the Information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 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 sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 company has no branch office;

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

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014;

f) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Company;

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

h) The company has adequate and effective internal financial controls system in place over financial reporting of the Company;

i) With respect to the other matters to be included in the Auditors report in accordance with the Rule 11 of the Company (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;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

j) The observations/comments of the Auditors on the Directions/Sub-Directions issued by the C&AG of India under Section 143(5) of the Companies Act, 2013 are enclosed as Annexure-I & Annexure-H.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in our Independent Auditors Report to the members of Tourism Finance Corporation of India Limited on the financial statements for the year ended 31stMarch 2015; we report that:

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

(b) The Company has a regular system of physical verification of its fixed assets every year. Accordingly, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The nature of the company's business/activities/transactions does not require it to hold inventories. Hence, the provisions of Clause 3(ii) of the Order are not applicable to the company

(iii) The company has not granted any loan, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, the provisions of Clause, 3(iii) (a)&(b) of the Order are not applicable to the Company.

(iv) In our opinion and according to the Information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

(v) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and rules framed there under are not applicable to the Company.

(vi) According to Information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of business carried out by the Company. Therefore, provisions of Clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, service tax, cess and any other statutory dues as applicable to it with appropriate authorities.

(b) According to the Information and explanations given to us, dues of Income tax, which have not been deposited on account of a dispute as at 31stMarch, 2015are as follows:

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

Income Tax 2008-09 1,38,51,455* ITAT Delhi

Income Tax 2009-10 3,12,56,600 ITAT Delhi

Income Tax 2010-11 4,46,54,522 ITAT Delhi

Income Tax 2011-12 2,95,89,500 CIT(Appeals) Delhi IX

Income Tax 2012-13 72,71,890 CIT(Appeals) Delhi IX

*ITAT Delhi, while hearing TFCI appeal, referred back the matter to the Assessing Officer (DCIT) to decide the matter afresh by giving the assesse an opportunity of being heard.

(c) According to the Information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within the stipulated time.

(viii) The company has no accumulated losses as at 31stMarch, 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

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

(x) 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.

(xi) According to the Information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For V C Gautam & Co. Chartered Accountants Firm Reg. No: 000365N

(Vishnu Gautam) Place: New Delhi Partner Date: May 8, 2015 M.No.: 016257

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Mar 31, 2014

We have audited the accompanying financial statements of Tourism Finance Corporation of India limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, Implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 the material misstatement of the financial statements, whether due to error of fraud. 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 control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

b) In the case of the Statement of Profit and Loss of the profit for the year ended on that date: and

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

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 paragraphs 4 and 5 of the Order.

2) As required by section 227(3) of the Act, we report that.

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013;

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

ANNEXURE TO THE AUDITOR''S REPORT

For the annexure referred to in our report of even date to the members of Tourism Finance Corporation of India Limited

for the year ended 31st March 2014; we report that:

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

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

(c) The company has not disposed off any substantial part of its fixed assets during the period under report

(ii) The nature of the company''s business/activities/ transactions does not require it to hold inventories.

Hence, the provisions of Clause 4(ii) (a), (b) & (c) of the Order are not applicable to the Company

(iii) (a) The company has not granted any loan, secured or unsecured, to the companies. firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause, 4(iii) (b, c & d) of the Order are not applicable to the Company.

(b) The company has not taken any loan, secured or unsecured, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (e, f & g) of the Order are not applicable to the Company.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(v) (b) of the Order are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

(vii) In our opinion. the company has an Internal audit system commensurate with its size and nature of its business and activities.

(viii) According to Information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act. 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax. Sales Tax. Wealth Tax, Service Tax, Customs Duty, Excise Duty, cess and other material statutory dues as applicable to it.

(b) According to the Information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax. Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March, 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Sales Tax, Income Lax, Excise Duty and cess as at 31st March 2014 which have not been deposited on account of a dispute are as follows:

Name of Assessment Amount Forum where Statute Year(s) (In Rs.) the dispute Is pending

Income Tax 2008-09 1,38,51,455* ITAT Delhi

Income Tax 2009-10 3,12,56,600 ITAT Delhi

Income Tax 2010-11 4,46,54,522 CIT(Appeals) Delhi XIX Income Tax 2011-12 2,95,89,500 CIT(Appeals) Delhi XIX

*ITAT Delhi, while hearing TFCI appeal, referred back the matter to the Assessing Officer (DCIT) to decide the matter afresh by giving the assesse an opportunity of being heard.

(x) The Company has no accumulated losses as at 31st March, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) In our Opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or bond holders.

(xii) We are of the opinion that the Company has maintained adequate records where the Company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, Clause 4(xiii) of the Order is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As per the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the Information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short- term basis have been used for long term investment.

(xviii) According to the information and explanation given to us, during the year the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act.

(xix) During the period covered by our audit report, the Company has not issued unsecured bonds on which no security or charge is required to be created.

(xx) The Company has not raised any money by public issue during the year therefore clause 4(xx) of the Order is not applicable to the company.

(xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For V C Gautam& Co. Chartered Accountants Firm Reg. No: 000365N

Vishnu Gautam Place: New Delhi Partner Date: May 9, 2014 M.No.: 016257

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Tourism Finance Corporation of India Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of signifcant 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, fnancial performance and cash fows 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 controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatements, 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 the material misstatement of the fnancial statements, whether due to error of fraud. 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. An audit also includes evaluating the appropriateness of accounting policies used and 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 a basis for our audit opinion.

Opinion

In our opinion and to the best of our Information and according to the explanations given to us, the 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 31 March 2013:

b) In the case of the Statement of Proft and Loss of the proft for the year ended on that date: and

c) In the case of the Cash Flow Statement, of the cash fows 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 specifed in paragraphs 4 and 5 of the Order.

2) As required by section 227(3) of the Act, we report that.

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

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

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

d) In our opinion, the Balance Sheet, Statement of Proft and 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 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

For the annexure referred to in our report of even date to the members of Tourism Finance Corporation of India Limited for the year ended 31st March 2013; we report that:

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

(b) As explained to us. fxed assets have been physically verifed by the management during the year. ln our opinion, the frequency of physical verifcation is reasonable having regard to the size of the Company and the nature of its fxed assets. No material discrepancies were noticed on such verifcation as compared to book records.

(c) The company has not disposed off any substantial part of its fxed assets during the period under report

(ii) The nature of the company''s business/activities/transactions does not require it to hold inventories. Hence, the provisions of Clause 4(ii) (a), (b) & (c) of the Order are not applicable to the company

(iii) (a) The company has not granted any loan, secured or unsecured, to the companies. frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause, 4(iii) (b, c & d) of the Order are not applicable to the Company.

(b) The company has not taken any loan, secured or unsecured, from the companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (e, f & g) of the Order are not applicable to the company.

(iv) In our opinion and according to the Information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fxed assets and for sale of services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(v) (b) of the Order are not applicable to the company.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company

(vii) In our opinion. the company has an Internal audit system commensurate with its size and nature of its business and activitles

(viii) According to Information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act. 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax. sales tax. wealth tax, service tax, customs duty, excise duty. cess and other material statutory dues as applicable to it.

(b) According to the Information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax. Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March, 2013 for a period of more than six months from the date they become payable

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax, income lax, excise duly and cess as at 31st March 2013 which have not been deposited on account of a dispute are as follows:

Name ot Assessment Amount Forum where the the Statute Year(s) (In Rs.) dispute is pending

Income Tax 2008-09 1,38,51,455 CIT (Aepeals) Delhi XIX

Income Tax 2009-10 3,12,56,600 CIT (Aepeals) Delhi XIX

Income Tax 2010-11 4,46,54,522 CIT (Aepeals) Delhi XIX

(x) The company has no accumulated losses as at 31st March, 2013 and it has not incurred any cash losses in the fnancial year ended on that date or in the immediately preceding fnancial year.

(xi) In our Opinion and according to the information and explanations given to us, the company has not defaulted In repayment of dues to any fnancial institution or bank or bond holders.

(xii) We are of the opinion that the company has maintained adequate records where the company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) The Company is not a chit fund or a nidhi / mutual beneft fund/ society. Therefore, Clause 4(xiii) of the Order is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As per the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or fnancial institutions.

(xvi) According to he Information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short- term basis have been used for long term investment.

(xviii) According to the information and explanation given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register rnaintained under section 301 of the Act.

(xix) During the period covered by our audit report, the Company has issued unsecured bonds on which no security or charge is required to be created.

(xx) The company has not raised any money by public issue during the year therefore clause 4(xx) of the Order is not applicable to the company.

(xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit

For S. S. Kothari & Co.

Chartered Accountants

Firm Reg. No: 302034E

Naveen Aggarwal

Place: Mussoorie Partner

Date: 27th April, 2013 M No. 094380

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Tourism Finance Corporation of India Limited, as at March 31, 2012 and also statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 {hereinafter referred to as order} issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(v) On the basis of the written representation received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that 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 Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(As referred in paragraph 3 of our report to the members of Tourism Finance Corporation of India Limited on the accounts for the year ended 31st March 2012)

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

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

(c) The company has not disposed off any substantial part of its fixed assets during the period under report.

(ii) The company does not hold any inventory. Hence, the provisions of Clause 4(ii) (a), (b) & (c) of the Order are not applicable to the company.

(iii) (a) The company has not granted any loan, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause, 4(iii) (b, c & d) of the Order are not applicable to the Company.

(b) The company has not taken any loan, secured or unsecured, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (e, f & g) of the Order are not applicable to the company.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(v) (b) of the Order are not applicable to the company.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business and activities.

(viii) According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March 2012 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax, income tax, excise duty and cess as at 31st March 2012 which have not been deposited on account of a dispute are as follows:

Name of the Assess- Rs in Forum where Statute ment Lakh the dispute is year(s) pending

Income Tax 2008-09 448.78 CIT(Appeals)

Income Tax 2009-10 312.56 CIT(Appeals)

(x) The company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) In our Opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or bond holders.

(xii) We are ofthe opinion that the company has maintained adequate records where the company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, Clause 4(xiii) of the Order is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As per the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short- term basis have been used for long term investment.

(xviii) According to the information and explanation given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) During the period covered by our audit report, the Company has issued unsecured bonds on which no security or charge is required to be created.

(xx) The company has not raised any money by public issue during the year therefore clause 4(xx) of the Order is not applicable to the company.

(xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.S. Kothari & Associates

Chartered Accountants

Firm Reg. No. 305147E

Naveen Aggarwal

Place : New Delhi Partner

Date : 19th April, 2012 M.No. 94380

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Tourism Finance Corporation of India Limited, as at March 31, 2011 and also the Proft 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 {hereinafter referred to as order} issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

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

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(v) On the basis of the written representation received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that 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 Companies Act, 1956; (vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditors' Report

(As referred in paragraph 3 of our report to the members of Tourism Finance Corporation of India Limited on the ac- counts for the year ended 31st March 2011)

(i) (a) The Company has maintained proper records show- ing full particulars including quantitative details and situation of fxed assets.

(b) As explained to us, fixed assets have been physical- ly verified by the management during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Com- pany and the nature of its fixed assets. No material discrepancies were noticed on such verification as compared to book records.

(c) The company has not disposed off any substantial part of its fixed assets during the period under re- port.

(ii) The company does not hold any inventory. Hence, the provisians of Clause 4(ii) (a), (b) & (c) of the Order are not applicable to the company.

(iii) (a) The campany has not granted any loan, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause, 4(iii) (b, c & d) of the Order are not applicable to the Company.

(b) The company has not taken any loan, secured or unsecured, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (e, f & g) of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fxed assets and for sale of services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(v) (b) of the Order are not applicable to the company.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business and activities.

(viii) According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March 2011 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Sales Tax, Income Tax, Excise Duty and Cess as at 31st March 2011 which have not been deposited on account of a dispute are as follows:

Name of the Assesment Rs./Lakhs Forum where the Statute Year(s) dispute is pending

Income Tax 2007-08 60.51 CIT (Appeals)

Income Tax 2008-09 448.78 CIT (Appeals)

(x) The company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or bond holders.

(xii) In our opinion and according to information and explanation given to 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) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, Clause 4(xiii) of the Order is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As per the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short- term basis have been used for long term investment.

(xviii) According to the information and explanation given to us, during the year the company has not made any preferential-allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) During the period covered by our audit report, the Company has issued unsecured bonds on which no security or charge is required to be created.

(xx) The company has not raised any money by public issue during the year therefore clause 4(xx) of the Order is not applicable to the company.

(xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S.S. KOTHARI & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn. No. 305147E

(Naveen Aggarwal) Partner M.No. 94380

Place : New Delhi Date : 1st July, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Tourism Finance Corporation of India Limited, 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. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 {hereinafter referred to as order} issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(v) On the basis of the written representation 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;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditors Report (As referred in paragraph 3 of our report to the members of Tourism Finance Corporation of India Limited on the accounts for the year ended 31st March 2010)

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

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

(c) The company has not disposed off any substantial part of its fixed assets during the period under report.

(ii) The company does not hold any inventory. Hence, the provisions of Clause 4(ii) (a), (b) & (c) of the Order are not applicable to the company.

(iii) (a) The company has not granted any loan, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause, 4(iii) (b, c & d) of the Order are not applicable to the Company.

(b) The company has not taken any loan, secured or unsecured, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (e, f & g) of the Order are not applicable to the company.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause

4(v) (b) of the Order are not applicable to the company.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business and activities.

(viii) According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March 2010 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax, income tax, excise duty and cess as at 31st March 2010 which have not been deposited on account of a dispute are as follows:

NAME OF THE Assessment Rs./Lakhs FORUM WHERE THE DISPUTE STATUTE Year (s) IS PENDING

Income Tax 2007-08 71.14 CIT (Appeals)

(x) The company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) In our Opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or bond holders.

(xii) In our opinion and according to information and explanation given to 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) The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, Clause 4(xiii) of the Order is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As per the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii)According to the information and explanations given to us and on an overall examination of the balance sheet

of the Company, we report that no funds raised on short- term basis have been used for long term investment.

(xviii)According to the information and explanation given to us, during the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) During the period covered by our audit report, the Company has issued unsecured bonds on which no security or charge is required to be created.

(xx) The company has not raised any money by public issue during the year therefore clause 4(xx) of the Order is not applicable to the company.

(xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S.S. KOTHARI & ASSOCIATES CHARTERED ACCOUNTANTS

Place:New Delhi (K. S. Mehta)

Date :May 28, 2010 Partner M.No. 08883 Firm Regn. No. 305147E