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Auditor Report of Trans Medicare Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. Trans Medicare Ltd, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statement

The management and Board of Directors of the company are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's management and Board of 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.

Basis for Qualified Opinion

(1) Reference is invited to Note 5 of the financial statements, The Company has not provided the interest on secured loans taken from the Maharashtra State Financial Corporation for the year ended 31st March 2015 and for the previous financial years, since the company is pursuing the matter for one time settlement.

"Under accounting principles generally accepted in India, the company should have made a provision for interest expense. We are unable to quantify the provision for interest as we are not provided with the rate of interest and the period for which interest provision is not made. Had the company made a provision for the same, the current year profit would have been lower by the provision interest amount".

(2) Reference is invited to Note 8 of the financial statements, the Company has the trade investment in one of its associated company 'Trans Gel Industries Limited'. The investee company is continuously making losses since the last few years. Net book value of investments is negative as per the last audited balance sheet as on 31.03.2014.

"We are unable to ascertain the amount of impairment for this asset due to lack of sufficient information in relation to realisable value of this investment. Had the Company made a provision for the same, the profit for the period would have been lower by the provision for impairment amount."

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2015 (as amended) ("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 of the Order to the extent applicable.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 aforesaid financial statements comply with the applicable accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company does not have pending litigations which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) There have been no occasions in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph (1) under the heading "Report on other Legal and Regulatory Requirements" of our report of even date on the financial statements for the year ended March 31st 2015 of TRANS MEDICARE LIMITED

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain 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 regards to the size of the company and the nature of its assets;

(ii) (a) In the absence of inventory, it is not required to report as per paragraph 3 Clause (ii) of the said order.

(iii) As informed, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(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 the sale of services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, no major weakness has been noticed or reported.

(v) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

(vi) The company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Value added tax, cess and other material statutory dues have not been regularly deposited during the year by the company with the appropriate authorities.

According to the information and explanations given to us, the following are the undisputed amounts payable in respect of Provident Fund, Income T ax, Wealth T ax, Service T ax, Sales

Tax, Duty of Customs, Excise Duty, Value added tax and Other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

Sl.No. Nature of the dues Amount (Rs)

17 TDS 54,539/-

(b) According to the information and explanations given to us, the following are no disputed dues relating to Wealth tax, Duty of Customs and Cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us there are no amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013and rules there under.

(viii) The Company has accumulated losses at the end of the financial year exceeding 50% of its net worth and has incurred cash losses in the financial year and has incurred cash losses in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of its dues to the financial institution including interest and principal as on 31st March 2015.

SI. Name of the bank/institution Amount (Rs.) Due since No.

IT MAHARASHTRA STATE FINANCIAL 13,27,01,361/ Since 1992 CORPORATION -

(x) According to the information and explanations given to us, the company has given the following guarantees for loans taken by others from banks, and financial institutions

SI. Name of the Date of Name of the Amount Status No. Associated guarantee lender of loan company (borrower)

Nandini Industries 24-12-2013 SBI 89.50crore 1 India Pvt Ltd s NPA

Techtrans 38.52crore Construction 18-06-2013 SBI s NPA 2 India Pvt Ltd

refer note no.15 of notes to accounts.

(xi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xii) According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For B. Srinivasa Rao & Co., Chartered Accountants Firm Reg. No:008763S

sd/- CA B. SRINIVASA RAO) PARTNER M.No:205449

Place : Hyderabad Date : 30/05/2015


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of M/S. Trans Medicare Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 March 31, 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 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, and on the basis of such checks, as we considered appropriate, we are of the opinion that the clauses specified in the said order are applicable to this Company for the time being.

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, 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, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 3 of our report of even date

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

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

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

(ii) As per the information and explanation provided to us, The Company has no inventory in the books of account.

(iii) As per the information and explanation provided to us, the company has not granted an loans but has taken interest free unsecured loans to an extent of Rs.16.85lakhs from companies/ directors in the register under section 189 of the companies Act, 2013. No Specific schedule of repayment is fixed and balance outstanding as on 31.03.2014 is Rs.817.33Lakhs.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

In our opinion, and according to the information given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 189 of the Companies Act, 1956.

Accordingly clause 4(v) (b) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit during the year from public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under. Hence, clause 4 (vi) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(vii) In our opinion and according to the information given to us, the Company has no internal audit system.

(viii) As per the information and explanations submitted to us no cost records are maintained under section 209(1) (d) of the Companies Act, 1956 as there are no manufacturing operations since several years.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, there are no employees in the company and hence there are no amounts recovered or payable in respects of provident fund and ESI. The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues of income tax, sales tax, custom duty, excise duty, cess and other material statutory dues as per the demands made on the company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 3lst March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The Accumulated Losses of the company are more than 50 % of its net worth as on 31.03.2014. The Company has incurred cash losses during the year under review amounting to Rs.16.76lakhs and Rs. 40.66lakhs cash loss in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions & banks to an extent of Rs.1329.01 lakhs for a period of more than 3 months. In absence to confirmation of balances from the bank or the company we are unable to comment on this transaction

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted 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, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks.

S. Name of the Party Name of the Bank or Amount for which No Financial Institution guarantee given 01 M/s. TSS Projects & State Bank of India Rs. 89.50 Crores Industries Pvt. Ltd

02 M/s. Techtrans State Bank of India Rs. 32.00 Crores Constructions India Pvt.Ltd

Total Rs. 150.50 Crores

(xvi) According to the information and explanations given to us, during the year no term loan 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 there are no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short- term assets.

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

(xix) During the year the Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

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

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B. Srinivas Rao & Co., Chartered Accountants ICAI Firm Registration No. 008763S

Sd/- CH Anand Partner Membership No.: 222732 Place: Hyderabad Date: 05th September, 2014


Mar 31, 2012

1. We have audited the attached balance sheet of MIS. Trans Medicare Limited as at 31 st March, 2012 and the Profit and Loss Account and Cash Flow Statement for the year ended annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on the 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 misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall presentation of financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of 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 above we report that:

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

b. In our opinion, proper books of account, as required by the law have been kept by the company so for as appears from our examination of these books.

c. The Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. 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

e. Based on the representation made by all the directors of the company as on 31st March 2012 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the directors of the company do not, prima facie have any disqualification as referred to in clause (g) of sub section (1) to section 274 of the Act.

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

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

ii. In the case of Profit and Loss account of the Loss for the year ended on that date, and

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

ANNEXURE TO THE AUDITORS' REPORT

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

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

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

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

(ii) As per the information and explanation provided to us, The Company has no inventory in the books of account.

(iii) As per the information and explanation provided to us , the company has not granted any loans but has taken interest free unsecured loans to an extent of Rs.8.19 lakhs from companies/ directors in the register under section 301 of the companies Act, 1956. No Specific schedule of repayment is fixed and balance outstanding as on 31.03.2012 is Rs.799.32 Lakhs.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. In our opinion, and according to the information given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956. Accordingly clause 4(v) (b) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit during the year from public within the meaning of the provisions of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under. Hence, clause 4 (vi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(vii) In our opinion and according to the information given to us, the Company has no internal audit system.

(viii) As per the information and explanations submitted to us no cost records are maintained under section 209(1) (d) of the Companies Act, 1956 as there are no manufacturing operations since several years.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, there are no employees in the company and hence there are no amounts recovered or payable in respects of provident fund and ESI. The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues of income tax, sales tax, custom duty, excise duty, cess and other material statu tor}' dues as per the demands made on the company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The Accumulated Losses of the company are more than 50 % of its net worth as on 31.03.2012. The Company has incurred cash losses during the year under review amounting to Rs.8.35 lakhs and Rs. 4.71 lakhs cash loss in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions & banks to an extent of Rs. 1329.01 Lakhs for a period of more than 3 months. The Company has adjusted loan outstanding balance from Union Bank of India to reserves in the current year with reference to point no 5 of notes to an accounts. In the absence of confirmation of balances from the bank or the company we are unable to comment on this transaction.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted 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, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks.

S. no Name of the Party Name of the Bank or Amount for which Financial Institution guarantee given 01 M/s. TSS Projects & Industries Pvt Ltd State Bank of India Rs. 68.40 Crores

02 M/s. Techtrans Constructions India Pvt State Bank of India Rs. 38.46 Crores Ltd

Total Rs.106.86 Crores

(xvi) According to the information and explanations given to us, during the year no term loans 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 there are no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short- term assets.

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

(xix) During the year the Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

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

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B Srinivasa Rao & Co.,

Chartered Accountants

Ch Anand

Partner

M. No: 222732

FRN No: 008763S

Place: Hyderabad

Date:13.08.2012

 
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