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Auditor Report of Tricom India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Tricorn India Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance 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 these 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 the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control 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 Boards 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 on the financial statements.

Basis for Qualified Opinion

As per Section 205(1) of the Companies act, 1956, if the dividend has not been paid within the prescribed time then unpaid dividend has to be transfer to special account with schedule bank. The Company has declared dividend of Rs 131.39 Lacs in its Annual general Meeting held on 31st December, 2011. Due to paucity of funds, the amount of Rs 78.42 Lacs as on 31.03.2015 has not been transferred to special account as per section 205(1) of the Companies act, 1956.

The Company has not made the provision for interest on deposit of Rs 13.97 Lacs as specified in Note no. 3.7. Due to none provision of the -said amount, deficit in Statement of Profit and Loss under Reserve and Surplus has been shown less and non-current liabilities have been shown less to this extent. This affects the accounting principles of accrual and consistency as per AS-1 issued by the Institute of Chartered Accountants of India.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirements

1. As required by 'the Companies (Auditors Report) Order, 2015' ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

e) On the basis of written representation received from the directors, as on 31st March, 2015 and taken on record by the Board of Directors, we report that Mr. Chetan Kothari, Mr. Paresh Pathak and Mr. Rajesh Panamburkar, the directors of the Company are disqualified as on 31st March, 2015 from being appointed as director in terms of Section 164(2) of the Act.

f) With respect to other matters to be included in the Auditors 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 standalone financial statements - Refer Note 3.1 to the standalone financial statements;

ii. The Company has made provisions as required under the applicable law or accounting, standards for material foreseeable losses if any, on long-term contracts including derivate 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 ON THE STANDALONE FINANCIAL STATEMENTS

(Referred to in paragraph 1 under "Report on Other Legal & Regulatory Requirements" section of our report of even date)

1) In respect of the fixed assets of the Company:

(a) The Company has maintained proper records showing full particulars, including quantitative detail and situation of fixed assets on the basis of available information.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2) The nature of activities of the companies is such that Para 4 (ii) (a), (b), (c) of the order are not applicable.

3) In respect of unsecured loans granted to companies, firms and other parties covered in the register maintained under Section 189 of the Act and according to the information and explanation given to us :

(a) The principle amounts are repayable on demand while interest (where applicable) are regular.

(b) There are no overdue principle or interest (wherever applicable) on the above loans granted.

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

5) In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 and other relevant provisions of Act and the rules framed there under, where applicable, have been complied with except non compliance of section 73(2)(c), 73(3) and 74(1)(b) of the Act. The Company has made application under Section 74(2) of the Act, to the Tribunal to allow further time to repay the deposits and interest thereon. As per the information provided to us, the Company has received order from the Company Law Board and it has complied with the order of Board.

6) The provisions of clause 3(vi) of the Order are not to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2015.

7) According to the information and explanations given to us, in respect of statutory dues:

(a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including Provident fund, Investor Education & Protection Fund, Employee State Insurance, Tax under Income-tax Act, 1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except, Rs 1314.10 Lacs under Tax under Income-Tax Act, 1961, ESIC of Rs 192.66 Lacs, Provident Fund of Rs 275.94 Lacs, Maharashtra Labour Welfare Fund of Rs 4.57 Lacs, Value Added Tax of Rs 18.07 Lacs and Professional Tax of Rs 109.46 Lacs were outstanding, as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of Sales Tax, Customs Duty, Wealth-Tax, Excise Duty, Cess which have not been deposited on account of any dispute except Income Tax dues as under. The Company has filed appeal against the disputed Income Tax.

Forum where Dispute is pending Assessment year Disputed Amount (Rs In Lacs)

Mumbai High Court 2006-2007 28.45

Mumbai High Court 2007-2008 153.94

Commissioner of Income Tax (Appeals) 2007-2008 101.45

Income Tax AppellateTribunal 2008-2009 183.38

Commissioner of Income Tax (Appeals) 2008-2009 125.45

Commissioner of Income Tax (Appeals) 2009-2010 210.75

Commissioner of Income Tax (Appeals) 2010-2011 353.23

Commissioner of Income Tax (Appeals) 2011-2012 851.49

Commissioner of Income Tax (Appeals) 2012-2013 124.33

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time.

8) The Company does not have accumulated losses as at 31st March, 2015 and the Company has not incurred cash losses during the current year after considering the interest reversal and other written balances off nor it has incurred any cash loss in the immediately preceding financial year.

9) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

10) In our opinion and according to the information and explanation given to us, the terms and conditions of the guarantee given by the Company for loan taken by a subsidiary from a bank is not prima facie prejudicial to the interest of the Company.

11) According to the information and explanations given to us, the Company did not avail any term loan during the year.

12) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS Registration No. 121233W

KOSHAL MAHESHWARI PROPRIETOR Membership No. 043746

Place : Mumbai

Date : 29th May, 2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and 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.

Basis for Qualified Opinion

The Company has not made the provision for interest on deposit of ''13.97 Lacs as specified in Note no 3.7. Due to non provision of the said amount, deficit in Statement of Profit and Loss under Reserve and Surplus has been shown less and non-current liabilities have been shown less to this extent. This affects the accounting principles of accrual and consistency as per AS-1 issued by the Institute of Chartered Accountants of India.

Qualified Opinion

In our opinion, and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the said 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:

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

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

iii) in the case of Cash Flow Statements, of the cash flows for the year ended on that date.

1. 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, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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 except the matters as specified under basis for qualified opinion.

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

d) In our opinion, the Statement of Profit and Loss and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

Referred to in paragraph 1 under "Report on Other Legal & Regulatory Requirements" in the Independent Auditors'' Report of even date to the members of Tricom India Limited on the financial statements of for the year ended 31st March, 2014

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

(b) As explained to us, the physical verification of a major portion of fixed asset as on 31st March, 2014 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company. No material discrepancies were noticed on such verification.

(c) Based on our scrutiny of records of the Company and the information and explanations received by us, we report that the Company has not disposed off any major part of the fixed assets, so as to affect its going concern.

2) The nature of activities of the companies is such that Para 4 (ii) (a), (b), (c) of the order are not applicable.

3) In respect of unsecured loans granted to/taken from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and according to the information and explanation given to us :

(A) (a) The Company has granted unsecured loans aggregating toRs.467.69 Lacs (including Rs.24.79 Lacs granted during the year) to its three wholly owned subsidiary companies repayable on demand. At the year end the loans granted to them aggregates to Rs.201.24 Lacs. The maximum amount outstanding during the year was Rs.467.66 Lacs.

(b) The rate of interest, where applicable, and other terms and conditions are not prima facie prejudicial to the interest of the Company having regards to the business relationship with the companies to whom loans have been granted.

(c) There are no overdue interest (wherever applicable) on the above loans granted.

B) (a) The Company has taken interest free unsecured loans from five parties and interest bearing loans from two parties listed in the register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.281.25 Lacs received during the year of whichRs.195.43 is outstanding at the year end. The maximum amount outstanding at any time during the year was Rs.281.25 Lacs.

(b) The Company is maintaining current account with one other party and the year end balance as per the books of accounts is ''NIL.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest of the Company.

(d) The Company is generally regular in paying principal amount and interest wherever applicable.

4) Having regard to the nature of the Company''s business and based on our scrutiny of the Company''s record we report that the activity of Company does not include purchase of inventory and sale of goods. 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 with regard to purchases of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls regarding purchase of fixed assets.

5) (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted by it except non compliance of Rules 3(2)(i), (ii) and 3A of the Companies (Acceptance of Deposits) Rules 1975. As per the information provided to us, the Company has received order from the Company Law Board and it has complied with the order of Board.

7) In our opinion, the internal audit functions carried during the year, by a firm of Chartered Accountants appointed by the management, have been commensurate with the size of the Company and nature of its business.

8) According to the information and explanations provided by the management, the Company is not engaged in production, processing, manufacturing and mining activities. Hence provisions of section 209(1)(d) do not apply to the Company.

9) (a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including Provident fund, Investor Education & Protection Fund, Employee State Insurance, Tax under Income-tax Act, 1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except, Rs.1,131.65 Lacs under Tax under Income-Tax Act, 1961, ESIC of Rs.113.46 Lacs, Provident Fund of Rs.135.49 Lacs, Maharashtra Labour Welfare Fund of Rs.13.46 Lacs, Value Added Tax of Rs.17.85 Lacs and Professional Tax of Rs.76.16 Lacs were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

( c) According to the records of the Company, there are no dues of Sales Tax, Customs Duty, Wealth-Tax, Excise Duty, Cess which have not been deposited on account of any dispute except Income Tax dues as under. The Company has filed appeal against the disputed Income Tax.

Forum where Dispute is pending Assessment year Disputed Amount (Rs In Lacs)

Mumbai High Court 2006-2007 28.45

Mumbai High Court 2007-2008 193.82

Commissio ner of Income Tax (Appeals) 2007-2008 101.45

Income Tax AppellateTribunal 2008-2009 183.38

Commissioner of Income Tax (Appeals) 2009-2010 210.75

Commissioner of Income Tax (Appea ls) 2010-2011 353.23

Commissioner of Income Tax (Appea ls) 2011-2012 155.06

Commissioner of Income Tax (Appeals) 2012-2013 124.33

10) The Company does not have accumulated losses as at 31st March, 2014 and the Company has not incurred cash losses during the current year and in the immediately preceding financial year after considering the interest reversal and other balances written off.

11) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

12) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) As per the records of the Company and information and explanations given to us by the management, Company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the information and explanation given to us the Company has given guarantee for loans taken by its subsidiary Company from banks or financial institutions. The terms of such guarantees are not prejudicial to the interest of the Company.

16) The term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us, and on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short-term basis have been prima-facie used for long-term investment. No long term funds have been used to finance short term assets.

18) According to the records of the Company, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

19) As informed to us, the Company has not raised any money by public issue during the period covered by our audit report.

20) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS Registration No. 121233W

KOSHAL MAHESHWARI Place : Mumbai Proprietor Date : 29th May, 2014 Membership No. 043746


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Tricom India Limited ("the Company") which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statements

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

Auditor''s Responsibility

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

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

Basis for Qualified Opinion

As per section 205A(1) of the Companies Act, 1956, if the dividend has not been paid within the prescribed time then unpaid dividend has to be transfer to special account with schedule bank. The Company has declared dividend of Rs. 131.39 Lacs in its Annual General Meeting held on 31st December, 2011. Due to paucity of funds, the amount of Rs. 78.42 Lacs as on 31.03.2013 has not been transferred to special account as perSection205A(l)ofthe Companies Act, 1956.

Qualified Opinion

In our opinion, and to the best of our information and according to the explanations given to us except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph, the said 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:

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

ii) in the case of the Statement Profit and Loss of the Loss of the Company forthe year ended on that date; and

ii) in the case of Cash Flow Statements, of the cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirements

1. 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, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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 forthe 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 and the Statement of Profit and Loss dealt with by this report are in the agreement with the books of accounts.

d) In our opinion, the Statement of Profit and Loss and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Act.

e) "On the basis of the written representation received from Directors, as on 31st March 2013, and taken on record by the Board of Directors, we report that none of the Director of the Company is disqualified as on 31st March, 2013 from beingappointed as a director in terms of clause (g) of Ss.(l) of S. 274. .

ANNEXURE TO AUDITOR''S REPORT

Referred to in paragraph 1 under "Report on Other Legal & Regulatory Requirements" in the Independent Auditors'' Report of even date to the members of Tricom India Limited on the financial statements of for the year ended March 31,2013

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

(b) As explained to us, the physical verification of a major portion of fixed asset as on March 31,2013 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company. No material discrepancies were noticed on such verification.

(c) Based on our scrutiny of records of the Company and the information and explanations received by us, we report that the Company has not disposed off any major part of the fixed assets, so as to affect its goingconcern.

2) The nature of activities of the companies is such that Para 4 (ii) (a), (b), (c) of the order are not applicable.

3) In respect of unsecured loans granted to/taken from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(A) (a) The Company has granted unsecured loans aggregating to Rs. 468.51 Lacs (including Rs. 319.06 Lacs granted during the year) to its three wholly owned subsidiary companies repayable on demand. At the year end the loans granted to them aggregates to Rs. 442.90 Lacs. The maximum amount outstanding during the year was Rs. 468.51 Lacs.

(b) The rate of interest, where applicable, and other terms and conditions are not prima facie prejudicial to the interest of the Company having regards to the business reJationship with the companies to whom loans have been granted.

(c) There are no overdue interest (wherever applicable) on the above loans granted.

B) (a) The Company has taken interest free unsecured loans from three parties and interest bearing loans from two parties listed in the register maintained under Section 301 of the Companies Act, 1956 aggregating toRs. 180.50 Lacs received during the year of which Rs. Nil is outstanding at the year end. The maximum amount outstanding at any time duringtheyearwasRs. 180.50 Lacs. . .

(b) The Company is maintaining current account with one other party and the year end balance as per the books of accounts isRs. NIL.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest ofthe Company

(d) The Company isgenerally regular in paying principal amount and interest wherever applicable.

4) Having regard to the nature of the Company''s business and based on our scrutiny of the Company''s record we report that the activity of Company does not include purchase of inventory, and sale of goods. 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 with regard to purchases of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls regarding purchase of fixed assets.

5) (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted from the public.

7) In our opinion, the internal audit functions carried during the year, by a firm of Chartered Accountants appointed by the management, have beencommensurate with the size of the Company and nature of its business.

8) According to the information and explanations provided by the management, the Company is not engaged in production, processing, manufacturing and mining activities. Hence provisions of section 209(l)(d) do not apply to the Company. .

9) (a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including Provident fund, Investor Education & Protection Fund, Employee State Insurance, Tax under Income-tax Act, 1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except, Rs. 1093.20 Lacs under Tax under Income-Tax Act, 1961, ESIC of Rs. 96.82 Lacs and Provident Fund of Rs. 52.47 Lacs, Maharashtra Labour Welfare Fund of W 2.38 Lacs, Value Added tax of W 17.80 Lacs and Professional Tax of Rs. 64.06 Lacs were outstanding, as at March 31,2013 for a period of more than six months from the date they became payable.

10) The Company does not have accumulated losses as at March 31,2013 and the Company has not incurred cash losses during the current year after considering the interest reversal as stated in note no 2.23 nor it has incurred any cash loss in the immediately preceding financial year.

11) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

12) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

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

14) As perthe records of the Company and information and explanations given to us by the management, Company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the information and explanation given to us the Company has given guarantee for loans taken by its subsidiary Company from banks or financial institutions. The terms of such guarantees are not prejudicial to the interest of the Company.

16) The termloans have been applied for the purpose for which they wereraised.

17) According to the information and explanations given to us, and on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short-term basis have been prima-facie used for long-term investment. No long term funds have been used to finance short term assets.

18) According to the records of the Company, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

19). As informed to us, the Company has not raised any money by public issue during the period covered by our audit report. However, during the year the Company has allotted 1,35,10,000/- Equity Shares of f 2/- each fully paid up amountingtoRs. 1,823.85 Lacs including premium ofRs. 1553.65 Lacs. .

20) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTS FRN-121233W

KOSHAL MAHESHWARI

PROPRIETOR

Membership No. 043746

Place: Mumbai

Date : 30th May, 2013


Mar 31, 2010

1. We have audited the attached Balance Sheet of Tricom India Limited, as at March 31, 2010 and the related Profit and Loss Account for the year ended on that date, annexed thereto and Cash flow statement for the year ended on that date, which we have signed under reference to this report. 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 have 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 amount 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 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, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 and the Profit and Loss Account dealt with by this report are in the agreement with the books of accounts.

d) In our opinion, the Profit and Loss Account and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Act;

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

f) In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements and read with the notes thereon give the information required by the Act, and also 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 of the Company for the year ended on that date and

iii) in the case of cash flow statements, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date to the members of tricom India Limited on the accounts for the year ended march 31, 2010:

1) (a) The company has maintained proper records showing

full particulars including quantitative detail and situation of fixed assets.

(b) As explained to us, the physical verification of a major portion of fixed asset as on March 31, 2010 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company. No material discrepancies were noticed on such verification..

(c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that the company has not disposed off any major part of the fixed assets, so as to affect its going concern.

2) The nature of activities of the companies is such that Para 4 (ii) (a), (b), (c) of the order are not applicable.

3) In respect of unsecured loans granted/taken to/from companies covered in the register maintained under section 301 of the Companies Act,1956 and according to the information and explanation given to us –

A) (a) (i) The company has granted unsecured loans aggregating to Rs. 982.18 lacs (including Rs.498.15 lacs granted during the year) to its two wholly owned subsidiary companies repayable on demand . At the year end the loans granted to its wholly owned subsidiary companies aggregates to Rs. 795.16 lacs. The maximum amount outstanding during the year was Rs.896.92 lacs.

ii) The Company has granted unsecured loans to two other parties also aggregating to Rs.23.08 lacs (including Rs. 5 lacs to one party granted during the year) repayable on demand. At the year end the loans granted to these companies aggregates to Rs.13.58 lacs. The maximum amount outstanding during the year was Rs.23.07 lacs.

(b) The rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company having regards to the market yield and business relationship with the companies to whom loans have been granted.

(c) There are no overdue interest (wherever applicable) on the above loans granted.

B) (a) i) The company has taken unsecured loans from six parties listed in the register maintained under Section 301 of the Companies Act,1956 aggregating to Rs.315.28 lacs (including Rs. 270.28 lacs received during the year) from 3 (three) parties of which Rs.Nil is outstanding at the year end. The maximum amount of loans taken from the said parties are Rs.315.28 lacs.

(d) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest of the company.

(e) The company is generally regular in paying principal amount and interest wherever applicable.

4) Having regard to the nature of the companys business and based on our scrutiny of the companys record we report that the activity of company does not include purchase of inventory and sale of goods. 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 with regard to purchases of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls regarding purchase of fixed assets.

5) (a) Based on the audit procedures applied by us and

according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contract or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58 A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules ,1975 with regards to the deposits accepted from the public.

7) In our opinion, the internal audit functions carried during the year, by a firm of Chartered Accountants appointed by the management, have been commensurate with the size of the company and nature of its business.

8) According to the information and explanations provided by the management, the company is not engaged in production, processing, manufacturing and mining activities. Hence provisions of section 209(1)(d) do not apply to the company.

9) (a) In respect of Statutory dues, according to the records

of the company, the company is generally depositing with some delay with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, wealth-tax, custom duty, excise-duty, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, wealth-tax, custom duty, excise-duty, cess and any other statutory dues with the appropriate authorities were outstanding, as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, customs duty, wealth-tax, excise duty, cess which have not been deposited on account of any dispute except income tax dues of Rs.28.25 lacs. The company has filed appeal against the disputed income tax.

10) The company has neither accumulated losses as at March 31, 2010 nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year. Therefore we are of the opinion that no comment is required under clause (x) of para 4 of the order regarding the erosion of 50 % or more of net worth and cash losses in the current and immediately preceding financial year.

11) Based on our audit procedures and on the informations and explanation given by the management , we are of the opinion that the company has not defaulted in repayment of dues to banks.

12) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) As per the records of the company and information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the information and explanation given to us the company has given guarantee for loans taken by its subsidiary company from banks or financial institutions. The terms of such guarantees are not prejudicial to the interest of the company.

16) The term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us, and on an overall examinations of the balance sheet of the company we report that no funds raised on short-term basis have been prima-facie used for long-term investment. No long term funds have been used to finance short term assets.

18) Based on our examination of record and the information provided to us by management we report that the company has not made preferential allotment of shares.

19) According to the records of the company, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

20) As informed to us, the company has not raised any money by public issue during the period covered by our audit report.

21) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR J.L.BHATT & CO CHARTERED ACCOUNTANTS FRN -101332W

YOGESH BHATT partner

Membership no. 30170

Place : Mumbai Date : May 29, 2010

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