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Auditor Report of Transcorp International Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of TRANSCORP INTERNATIONAL LIMITED ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note 27(1) to the financial statements;

ii. The Company did not have material foreseeable losses 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 INDEPENDENT AUDITORS' REPORT

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

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However such records showing full particulars including quanti -tative details and situation of fixed assets of certain fixed assets is being updated. b) The Company has introduced 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 regard to the size of the Company and the nature of its assets.

ii) a) Inventory being the foreign currencies and paid documents have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification of the above referred foreign currencies and paid documents, followed by the management are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) The Company has granted unsecured loans to 1 (one) bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Company has also granted unsecured loans and advances to its 2 (two) wholly owned subsidiaries.

b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest where ever stipulated. The terms of arrangements generally do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of inventory/supply of services. During the course of audit, continuing failure to correct major weakness in the internal control system was not noticed.

(v) In our opinion, and according to the information and explanations given to us, company has generally complied with the directions issued by the Reserve Bank of India and the provisions of Section 73 to 76 read with other relevant provisions of the Companies Act, 2013 and rules framed there under where ever applicable in respect of deposits accepted from the public. As per the information and explanations given to us no order has been passed by Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this respect and hence question of its compliance does not arise.

(vi) According to the information given to us, Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act,2013 for any of the services rendered by the Company.

(vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance , income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as is applicable to it, with the appropriate authorities, during the year.

According to the information and explanations given to us, there were no material arrears of undisputed outstanding statutory dues as at the last day of the financial year i.e. as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of income tax, sales tax or value added tax or cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following disputed dues of income tax, have not been deposited by the Company :Demand disputed with CIT Appeals for Rs 1641515/- in respect of Income Tax Assessment for the assessment year 2012-2013

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holder during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company. However company has given guarantees in relation to loans/other facilities availed by subsidiaries from bank or financial institutions.

(xi) In our opinion, the terms loans were applied for the purpose for which the loans were obtained by the company.

(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 Anand Jain & Co. FRN:001857C Chartered Accountants

Anand Prakash Jain Proprietor M.No. 071045 Place : Jaipur Date: 18th May 2015


Mar 31, 2014

We have audited the accompanying financial statements of TRANSCORP INTERNATIONAL LIMITED which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014.

b) In the case of Statement of the Profit & 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 (Auditors 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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in Auditors Report of even date on the accounts of Transcorp International Limited, for the year ended 31st March, 2014)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However,

such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the year, hence it has not affected going concern assumption.

ii) a) Inventory being the Foreign currencies and paid documents have been physically verified during the year by the management and in our

opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification of the above referred foreign currencies and paid documents, followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number

of parties other than subsidiaries and maximum amount involved was 1 & Rs. 269.50 Lacs respectively. However there was no outstanding at year end. Company has also granted advances to its two subsidiaries. The maximum amount involved was Rs. 853.77 lacs and year end balance was Rs. 248.05 Lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has during the year taken loan, unsecured from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved thereon was 1 and Rs. 148.80 Lacs respectively. There was no year end balance.

f) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business for the inventory is foreign currencies & paid document and fixed assets and for sale of the inventories/supply of service. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has generally complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its

viii) According to the information given to us, the Central Government has not prescribed maintenance of cost records in relation to the activities of the company under Section 209 (1) (d) of the Companies Act, 1956.

ix) On the basis of the records produced to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, as is applicable to it. To the best of our knowledge and according to the information and explanations given to us, there were no material arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:- - Demand disputed with ITO TDS Alwar for Rs. 4.67 Lacs on respect of ITDS discrepancies under income tax act.

x) The Company has no brought forward losses and has not incurred any cash losses during the year covered by our audit and in the immediately preceding financial year.

xi) In our opinion the company has not defaulted in repayment of dues to a financial institution or bank.

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations 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 company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions, except in relation to loans taken by subsidiaries. We are of the opinion that terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

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

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and consequently question of issuing shares at a price prejudicial to the interests of the Company does not arise.

xix) The company has not issued any debentures during the year covered by our audit report, hence question of creation of security or charge for the

xx) The company has not raised any money by public issue during the year by our audit report, hence question of disclosure of end use of money raised

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2014.

For Anand Jain & Co. Chartered Accountants FRN:001857c

Anand Prakash Jain Proprietor M.No. 071045 Place : New Delhi Date: 30th April 2014


Mar 31, 2013

We have audited the accompanying financial statements of TRANSCORP INTERNATIONAL LIMITED which comprise the Balance Sheet as at 31* March, 2013, and the Statement of Profit & Loss and Cash Flow Statement far the year then ended, andasummary of significant accounting policies and other explanatory Information. Management''s Responsibility for the Fnancial Statements

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

Auditor''s Responsibility

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

Anaud Kirivolve speilbrmin gprocedures to obtainauditevidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditors 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 opinion.

Opinion

mouroplnlonandtothebesto fourlrifamatlonandaccordlngtotJieexplanatlonsg Tventous, 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 oftlie Balance Sheet, oftlie state ofaffalrsofthe company as at 31* March, 2013. b In the case crftheFVom& Loss Accourrt,oftheprofTtfor the year ended on that date; and c) InthecaseoftheCashFlowstatement, of the 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, 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 4and 5 of the Order.

2. As required bysectlon 227(3) of the Act, we reportthat;

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in 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 disqualified as on 31* March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the Companies Act,1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Auditors Report of even date on the accounts of Transcorp International Limited, for the year ended 31st March, 2013)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) Nosubstantial part affixed assets have been disposed off during the year, hence it hasnotaffectedgoingconcernassumption.

ii) a) Inventory being the Foreign currencies and paid documents have been physically verified during the year by the management and in our Dpinionthefrequencyofverificationis reasonable.

b) As explained to us, the procedures for physical verification of the above referred foreign currencies and paid documents, followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301oftheCcmpaniesAct, 1956. Number Dfpartiesotherthansubsidiaries and maximum amount involved was l&Rs. 279.85 Lacs respectively. However there was no outstanding at year end. Company has also granted advances to its two subsidiaries. The maximum amount involved was Rs. 380.88 lacs and year end balance was Rs. 267.16 Lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the Interest of company; and

c) Receipt of principal and interestisalsoregularwhereverstipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has during the year taken loan, unsecured from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved thereon was 1 and Rs. 74.00 Lacs respectively. There was no year end balance.

f) Rate ofinterestandotherterms&conditions of loans taken by the Company, secured orunsecured are not primafacieprejudicialtothe interest of the Company and payment of principal amount and Interest Is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, foreign currencies, paid documents and for the sale of the same. During the course of our audit, no continuing failure to correct major weakness In Internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to In Section 301 of the Companies Act, 1956 In the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs In respectofany party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vl) In our opinion and according to the Information and explanations given to us, the Company has generally compiled with the directions Issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of Hs business.

vffi) According to the information given to us, the Central Government has not prescribed maintenance of cost records in relation to the activities of the company under Section 209(1) (d)of the Companies Act, 1956.

ix) On the basis of the records produced to us, the company is generally regular in depositing with appropriate authorities u ndisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, as is applicable to it To the best of our knowledge and according to the Information and explanations given to us, there were no material arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax(Duty), excise duty, and Cess:-

Service Tax demand disputed with customs, excise & Service Tax Tribunal, New Delhi Rs. 2.96 Crores plus Penalty: Rs. 2.96 Crores and additional penalty of Rs. 1000/- plus Interest

DemanddisputedwhJierrfbrcerneritdirectorateRs.l5Lacs (net ofamount deposited), appeal pending with KolkataHighCourt.

Demand disputed withCTT Appeals, AhvarRs. 10.71 Lacs under Income Tax Act.

Demand disputed with CTT Appeals, Jaipur Rs. 22.94 lacs under Income Tax Act.

x) The Company has no brought forward losses and has not Incurred any cash losses during the year covered by our audit and In the Immediately preceding financial year.

id) In our opinion the company has not defaulted In repayment of duestoaflnandal Institution or bank. ni) On the basis of verification of the accounts and records maintained by the company and as per explanations 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 company.

xtv) In respect of dealing In shares, securities, debentures&other Investments properrecords have been malntalnedofthetransactlonsand contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions, except in relation to loans taken by subsidiaries (continued from last year). We are of the opinion that terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

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

xvii) According to various records examined by us, on an overall basis, fundsraisedonshorttermbasishaveprimafacie, not been used during theyear for long term investment

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and consequently question of issuing shares at a price prejudicial to the interests of the Company does not arise.

xix) The company has not issued any debentures during the year covered by our audit report, hence question of creation of security or charge for the same does not arise.

xx) The company has not raised any money by public issue during the year by our audit report, hence question of disclosure of end use of money raised does not arise.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31* March 2013. For Anand Jain & Co.

Chartered Accountants FRN: 001857C

Anand Prakash Jain

Proprietor M.Mo. 071045

Place: New Delhi

Date: 16th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of TRANSCORP INTERNATIONAL LIMITED as at 31st March, 2012 the Statement of Proiftand Loss and Cash Flow statement of the Company 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 misstatement.Anauditincludesexamining,onatest 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, 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 purpose ofour 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 books, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

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

d) In our opinion the Balance Sheet, the Statement of Profit and Loss Account & Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the CompaniesAct, 1956, to the extent applicable

e) On the basis of the written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the CompaniesAct, 1956;

f) As the Central Government is yet to notify Cess payable under Section 441A, thereporting requirement under Section 227(3) (g) of the Companies Act, 1956 does not arise.

g) In our opinion and to the best of our information and according to the explanationsgiven to us, the said financial statements together with the notes thereon and attachedthereto give the information required by the Companies Act, 1956, in the manner prescribedand give a true and fair view in conformity with the accounting principles generallyaccepted in India;

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

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

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended onthat date.

ANNEXURE TO THE AUDITORS' REPORT (Referred to inAuditors Report of even date on the accounts of Transcorp International Limited, forthe yearended 31st March, 2012)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof, However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the above year except some fixed assets tranferred to wholly owned subsidiary, hence it has not effected going concern assumption.

ii) a) Inventory being the Foreign currencies and paid documents have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification of the referred foreign currencies and paid documents, followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material disrepanicies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties other than subsidiaries and maximum amount involved was 1 & Rs. 165.30 Lacs respectively. Howeverthere was no outstanding at year end. Company has also granted advances to its two subsidiaries. The maximum amount involved was Rs. 246.25 lacs and year end balance was Rs. 246.25 Lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no overdue amount and consequently question of taking resonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does notarise.

e) According to the information and explanations given to us, the Company has during the year taken loan, unsecured from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved thereon was one and Rs. 294.10 Lacs respectively. There was no year end balance.

f) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business forthe purchase of fixed assets, foreign currencies, paid documents and forthe sale of the same. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the CompaniesAct, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupeesfivelacsinrespectofanypartyduringthe period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has generally complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the CompaniesAct, 1956 and the rules framed there under in respect of deposits accepted from public. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house as well as outside agency governed internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) According to the information given to us, the Central Government has not prescribed maintenance of cost records in relation to the activities of the company under Section 209 (1) (d) of the CompaniesAct, 1956.

ix) On the basis of the records produced to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, as is applicable to it. To the best of our knowledge and according to the information and explanation given to us, there was no material arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:-

- Service Tax demand disputed with customs, excise & Service Tax Tribunal, New Delhi Rs. 2.96 Crores plus Penalty: Rs. 2.96 Crores and additional penalty of Rs. 1000/- plus interest.

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations 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 chitfund company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made there in. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bankorfinancial institution, except in relation to loans taken by subsidiaries. We are of the opinion that terms and conditions thereof are not prima facie prejudicial to the interest of the company.

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

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the yearfor long term investment.

xviii)According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the CompaniesAct, 1956, and consequently question of issuing shares at a price prejudicial to the interests of the Company does notarise.

xix) The company has not issued any debentures during the year covered by our audit report, hence question of creation of security or chargeforthe same does notarise.

xx) The company has not raised any money by public issue during the year by our audit report, hence question of disclosure of end use of money raised does notarise.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company has been noticed or reported during the year ender 31st March 2012. However frauds on the Company were noticed during the period involving misappropriation of cash to the extent of Rs. 1.68 Lacs. Managementafterdueinvestigationandinsuranceclaimsfiled,ishopefulof recovery of smae & hence no provision for liability, if any has been made.

Place : New Delhi For Anand Jain & Co.

Date : 11th May, 2012 Chartered Accountants


Mar 31, 2010

1. We have audited the attached Balance Sheet of TRANSCORP INTERNATIONAL UNITED as at 31* March, 2010, the Profit & Loss Account & Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs (iv) and (v) 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 purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company including its divisions Ritco Travels and Wheels Rent A Car so far as appears from our examination of books, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

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

d) In our opinion the Balance Sheet, Profit & Loss Account & 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) On the basis of the written representations received from the directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) As the Central Government is yet to notify Cess payable under Section 441A, the reporting requirement under Section 227(3) (g) of the Companies Act, 1956 does not arise.

g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner prescribed and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Auditors Report of even date on the accounts of Transcorp International Limited, for the year ended 31st March, 2010)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the year which would have affected the going concern.

ii) a) Foreign currencies and paid documents lying at the year end, which have been shown under Cash and Bank Balances in Schedule VD1 to the Balance Sheet, have been physically verified by the management at reasonable intervals.

b) As explained to us, the procedures for physical verification of the above referred foreign currencies and paid documents, followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties and amount involved is 2 & Rs. 48.50 Lacs respectively. However there was no outstanding at year end.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has, during the year taken loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved is 2 and Rs. 86.30 Lacs respectively. However there was no outstanding at year end.

F) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, foreign currencies, paid documents and for the sale of the same. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs in respect on any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has generally complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house as well as outside agency governed internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) According to the information given to us, the Central Government has not prescribed maintenance of cost records in relation to the activities of the company under Section 209 (1) (d) of the Companies Act, 1956.

ix) On the basis of the records produced to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, EmployeeDs State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, as is applicable to it. To the best of our knowledge and according to the information and explanations given to us, there were no arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable, except as follows: -

Professional Tax: Rs. 156475/-

ESI: Rs. 12997/-

There were following unpaid disputed dues of Income Tax, Sales Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:-

a. Demand disputed with enforcement directorate Rs. 15,00,000/- (net of amount deposited), appeal pending with Kolkata High Court.

x) The Company has no brought forward losses and has not incurred any cash losses during the year covered by our audft and in the immediately preceding financial year.

xi) In our opinion the company has not defaulted in repayment of dues to a financial institution or bank.

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations 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 company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment and vice versa.

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and consequently question of issuing shares at a price prejudicial to interesting Company does not arise.

xix) The company has not issued any debentures during the year covered by our audit report, hence question of creation of security or charge for the same does not arise.

xx) The company has not raised any money by public issue during the year by our audit report, hence question of disclosure of end use of money raised does not arise.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company has been noticed or reported during the year ended 31- March 2010. However frauds on the Company were noticed during the period involving misappropriation of cash/foreign exchange to the extent of Rs. 22.85 Lacs. Management after due investigation and recovery of Rs. 0.91 Lacs been already made, as well as insurance claims filled is hopeful of recovery of same & hence no provision for liability, if any has been made.

Place: New Delhi For ANANDJAIN & CO.

Dated : 14th May, 2010 Chartered Accountants

ANANDPRAKASHJAIN

Proprietor

M. No. 071045

FRN: 001857C

 
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