Auditor Report of TCP Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of TCP Ltd, which comprises the Balance Sheet as at March, 31 2014 and 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 management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, 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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March, 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ( the Order), issued by the Central Government of India, in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the Order.

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

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

b. In our opinion proper books of accounts 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance sheet and the statement of Profit or Loss and the Cash Flow Statement comply with the accounting standards referred to sub-section (3C) of Section 211 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 March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Act;

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

ANNEXURE TO THE AUDITORS'' REPORT Referred to in Paragraph 3 of our Report of even date

1. In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

Some of the fixed assets have been physically verified during the year by the management in accordance with a programme of verification, which provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

There was no substantial sale of fixed assets during the year.

2. As explained to us, the inventories of the Company have been physically verified during the year by the management at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of records of inventories, in our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed between physical stocks and book records.

3. In our opinion, and according to the information and explanations given to us, the Company has granted unsecured loan to one party (i.e. to its subsidiary company) covered in the register maintained under section 301 of the Companies Act, 1956 and the year end balance of such loan was Rs. 103.70 lakhs.

The aforesaid loan of Rs. 103.70 lakhs given to Subsidiary Company was interest free and did not carry any other terms and conditions as regards repayment and since this was given to the Subsidiary Company, in our opinion, were not prejudicial to the interest of the company.

During the year, in respect of the aforesaid loan to Subsidiary Company, there has been no partial recovery towards principal. In the absence of any terms, we are unable to comment on the regularity of repayment of principal amount.

The Company has taken unsecured loans from 10 parties covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of loans taken from such parties was Rs. 1,262.63 lakhs.

According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on loans taken by the Company, are not prima-facie prejudicial to the interest of the Company.

According to the information and explanations given to us, in our opinion, the Company is regular in payment of principal and interest to the parties, wherever applicable, from whom loans have been taken by the Company.

4. 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 the purchase of inventory, fixed assets and for sale of goods. Further on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions during the year in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58 A and 58 AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order in respect of the above has been passed on the Company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of the aforesaid deposits.

7. In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty, service tax and cess were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable except an amount of Rs.20,80,980/- pertaining to Electricity Tax.

As at 31st March 2014, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues that have not been deposited: -

Particulars of Dispute Forum where pending Remarks

1. Excise Duty (Rs.)

6,01,696 Tribunal Rs. 2,30,930 has been paid under protest

1,99,984 Commissioner (Appeals) Rs. 9,000 has been paid under protest

2. Income Tax (Rs.)

6,25,26,170 Commissioner (Appeals) Rectification petition u/s 154 of (AY 2008-09) Income tax Act, 1961 is pending before the Assessing Officer.

7,58,06,720 Commissioner (Appeals) Rectification order was passed (AY 2010-11) by the Assessing Officer and the appeal is pending before the Commissioner of Income Tax.

1,31,91,900 Commissioner (Appeals) Appeal is pending disposal (AY 2011-12) before the Commissioner of Income Tax.

10. The Company does not have any accumulated losses as at 31st March 2014 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution and bank. The Company has not issued any debentures.

12. In our opinion and according to the information and 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.

13. The Provisions of any special statute as specified under clause (xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities and hence Clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from financial institutions and hence Clause (xv) of the Order is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, the funds raised on short term basis have been utilized for long term investments to the extent of Rs. 797.37 lakhs towards purchase of fixed assets and Rs 1972.53 lakhs towards investment in shares.

18. 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 during the year.

19. The Company has not issued any debentures during the year and hence reporting under Clause (xix) of the Order is not applicable to the Company.

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

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported.

For M/s T. Selvaraj & Co

CHARTERED ACCOUNTANTS Firm Registration No: 003703S

S.Vidya

Partner

Membership No: 217934

Place: Chennai

Date : 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TCP Ltd, which comprises the Balance Sheet as at March, 31 2013, and 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal controls 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ( the Order), issued by the Central Government of India, in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the Order.

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss, and the Cash Flow statement comply with the accounting standards referred to sub-section (3C) of Section 211 of the Act;

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

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in Paragraph 3 of our Report of even date

1. In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

Some of the fixed assets have been physically verified during the year by the management in accordance with a programme of verification, which provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

There was no sale of fixed assets during the year.

2. As explained to us, the inventories of the Company have been physically verified during the year by the management at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of records of inventories, in our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed between physical stocks and book records.

3. In our opinion, and according to the information and explanations given to us, the Company has granted unsecured loan to one party (i.e to its subsidiary company) covered in the register maintained under section 301 of the Companies Act, 1956 and the year end balance of such loan was Rs. 102.02 lakhs.

The aforesaid loan of Rs. 102.02 lakhs given to Subsidiary Company was interest free and did not carry any other terms and conditions as regards repayment and since this was given to the Subsidiary Company, in our opinion, were not prejudicial to the interest of the company.

During the year, in respect of the aforesaid loan to Subsidiary Company, there has been no partial recovery towards principal. In the absence of any terms, we are unable to comment on the regularity of repayment of principal amount.

The Company has taken unsecured loans from 10 parties covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of loans taken from such parties was Rs. 1185.80 lakhs.

According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on loans taken by the Company, are not prima-facie prejudicial to the interest of the Company.

According to the information and explanations given to us, in our opinion, the Company is regular in payment of principal and interest to the parties, wherever applicable, from whom loans have been taken by the Company.

4. 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 the purchase of inventory, fixed assets and for sale of goods. Further on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions during the year in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58 A and 58 AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order in respect of the above has been passed on the Company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of the aforesaid deposits.

7. In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, , sales tax, wealth tax, customs duty, excise duty, service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty, service tax and cess were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable except an amount of Rs. 14,980/- pertaining to provident fund dues and an amount of Rs 4,68,307/- pertaining to Electricity tax.

As at 31st March 2013, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues that have not been deposited: -

Particulars of Dispute Forum where pending Remarks

1. Excise Duty (Rs.)

6,01,696 Tribunal Rs. 2,30,930 has been paid under protest

1,99,984 Commissioner (Appeals) Rs. 9,000 has been paid under protest

2. Income Tax (Rs.)

6,25,26,170 Commissioner (Appeals) Rectification petition u/s 154 of (AY 2008-09) Income tax Act, 1961 is pending before the Assessing Officer.

20,61,00,380 Commissioner (Appeals) Rectification petition u/s 154 of (AY 2010-11) Income tax Act,1961 is pending before the Assessing Officer.

10. The Company does not have any accumulated losses as at 31st March 2013 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution and bank. The Company has not issued any debentures.

12. In our opinion and according to the information and 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.

13. The Provisions of any special statute as specified under clause (xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities and hence Clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from financial institutions and hence Clause (xv) of the Order is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, the funds raised on short term basis have been utilized for long term investments to the extent of Rs. 360.61 lakhs towards purchase of fixed assets.

18. 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 during the year.

19. The Company has not issued any debentures during the year and hence reporting under Clause (xix) of the Order is not applicable to the Company.

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

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported.

For T. SELVARAJ & CO

Chartered Accountants

Firm Regn No.:003703S

M.BALAGANESH

Partner

Membership No.208781

Place: Chennai 600 004

Date : 29th May 2013

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s TCP Limited as at 31st March, 2009. the Profit and Loss Account of the Company tor the year ended on that dale annexed thereto and the 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 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 eKamining, 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 as amended by the Companies {Auditors Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure hereto a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2009, from being appointed as a Director under clause (g) of sub-section (1} of section 274 of the Companies Act. 1956 on the said date;

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

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009: 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 Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 3 of our Report of even date

1. In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets,

Some Of the fixed assets hare been physically verified during the year by the management in accordance with a programme of verification, which provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

There was no substantial sale of fixed assets during the year.

2. As explained to us, the inventories of the Company have been physically verified during the year by the management at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of records of inventories, in our opinion, the Company has maintained proper records of inventories and no material discrepancies were noticed between physical stocks and book records.

3. In our opinion, and according to the information and explanations given to us, the Company has granted unsecured loan to one party (i.e to its subsidiary company) covered in the register maintained under section 301 of the Companies Act, 1956 and the year end balance of such loan wasRs. 121.49 lakhs.

The aforesaid loan of Rs. 121.49 lakhs given to Subsidiary Company was interest free and did not carry any other terms and conditions as regards repayment and since this was given to the Subsidiary Company, in our opinion, were not prejudicial to the interest of the company.

During the year, in respect of the aforesaid loan to Subsidiary Company, there has been no recovery towards principal. In the absence of any terms, we are unable to comment on the regularity of repayment of principal amount.

The Company has taken unsecured loans from 10 parties covered in the register maintained under section 301 of the Companies Act, 1956, and the year end baJaoee of loans taken from such parties was Rs. 769.65 lakhs.

According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on loans taken by the Company, are not prima-facie prejudicial to the interest of the Company.

According to the information and explanations given to us, in our opinion, the Company is regular in payment of principal and interest to the parties, wherever applicable, from whom loans have been taken by the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate interna! control procedures commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory, fixed assets and for sale of goods. Further on the basis of our examination of the books and records of the Company tarried out in accordance with the auditing standards generally accepted in India, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained under section 301 of the

Companies Act, 1956 have been so entered and the transactions during the year in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58 A and 58 AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order in respect of the above has been passed on the Company by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of the aforesaid deposits.

7. In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 20.9( 1 )(d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been maintained and are being made up.

9.. According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including provident fund, investor education and protection fund, employeesstale insurance, income tax, fringe benefit tax, sales tax. wealth fax, customs duty, excise duty, service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income lax, fringe benefit tax, wealth tax. sales tax, customs duty, excise duty, service tax and cess were in arrears as at 31st March. 2009 for a. period of more than six months from the date they became payable.

As at 31st March 2009, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues on account of excise duty and service tax that have not been deposited: -

Particulars of Dispute Forum where pending Remarks

1. Excise Duty (Rs) 10,55,940 Tribunal Rs. 4,33,393 has been paid under protest

2.44,603 Commissioner (Appeals) Rs. 9,000 has been paid under protest

2. Service Tax (Rs) 49,961 Commissioner (Appeals)

10. The Company does not have any accumulated losses as at 31st March 2009 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution and bank. The Company has not issued any debentures.

12. In our opinion and according to the information and 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.

13. The Provisions of any special statute as specified under clause (xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities and hence Clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by others from financial institutions and hence Clause (xv) of the Order is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, the funds raised on short term basis have been utilized for long term investments to the extent of Rs. 106.48 lakhs towards purchase of fixed assets and Rs.2.232.50 lakhs towards investment in Preference shares.

18. 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 during the year.

19 The Company has not issued any debentures during the year and hence reporting under Clause (xix) of the Order is not applicable to the Company.

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

21. According to the information and explanations given to us. during the year, no fraud on or by the Company has been noticed or reported.

For T.SELVARAJ & CO., Chartered Accountants

M. Balaganesh

Partner

Membership No. 203781

Place: Chennai

Date : 26th August, 2009

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Mar 31, 2003

1. We have audited the attached Balance Sheet of M/s T C P Limited as at 31st March, 2003, the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the 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 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 Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure hereto a statement on the matters specified in the paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of account as required by law have been kept by

the Company so far as appears from our examination of those books.

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

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

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2003 from being appointed as a Director under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2003;

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 flow for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to In paragraph 3 of our Report of even date

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which in our opinion is reasonable, having regard to the size of the Company and nature of such verification. No material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. The stock of finished goods, stores, spares and raw materials have been physically verified by the management at reasonable intervals during the year.

4. The procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. As explained to us, there were no material discrepancies noticed on physical verification of the stocks having regard to the size of the operations of the Company.

6. The valuation of the stocks is fair and proper in accordance with generally accepted accounting principles and is on the same basis as in the preceding year.

7. The Company has taken interest free loans from Directors and other parties listed in the register maintained u/s.301

of the Companies Act, 1956. The Company has granted unsecured loans and advances, to Companies, firms or other parties listed in the register maintained u/s.301 of the Companies Act, 1956. In our opinion, the rates of interest, wherever applicable, and the terms and conditions of loans and advances are prima facie not prejudicial to the interests of the company. In terms of sub section 6 of section 370 of the Companies Act, 1956, the provisions of Section 370 are not applicable to the Company.

8. Loans or Advances in the nature of loans have been given by the company to the employees and others who are repaying the principal amounts as stipulated and are also regular in payment of interest wherever applicable.

9. 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 for the purchase of stores, raw materials including components, plant and machinery, equipments and other assets and for the sale of goods.

10. According to the information and explanations given to us, the transactions of sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.50.000/- or more in respect of each party have been made at prices which

are reasonable having regard to the prevailing market prices for such goods and materials where such market prices are available or the prices at which transactions for similar goods or materials have been made with other parties.

11. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for loss arising on the items so determined.

12. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules 1975 with regard to deposits accepted from the Public.

13. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of realizable scraps and by-products.

14. In our opinion the Company has an internal audit system commensurate with its size and the nature of its business.

15. The Central Government has prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion, the prescribed accounts and records have prima facie been maintained by the Company.

16. According to the records, the Company has generally been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

17. According to the information and explanations given to us and the books and records examined by us, there were no undisputed amounts payable in respect of income tax, sales tax, customs duty and excise duty which were outstanding as at 31st March 2003, for a period of more than six months from the date they become payable.

18. According to the information and explanations given to us, no personal expenses have been charged to revenue other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company is not a sick industrial company within the meaning of clause (o) of Sub-Section (1) of Sec.3 of the Sick Industrial Companies (Special Provisions) Act, 1985, (1 of 1986).

20. In respect of trading activity of the Company, we are informed that there are no damaged goods.

for T. SELVARAJ AND CO. Chartered Accountants N. MEENAKSHISUNDARAM Partner

Place: Chennai Date : 25th July 2003