Auditor Report of Tirupati Tyres Ltd.

Mar 31, 2015

Report on the Financial Statements

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

Management's Responsibility for the 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 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 the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

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

ii. In the case of the Statement of Profit and loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the order') issued by the Central Government of India in terms of section 143 of the Companies Act, 2013, 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 purposes of our audit.

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

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

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

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

f. With respect to the other matters included in the Auditor's Report and to our best of our information and accounting to the explanations given to us:

i. The company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph (1) under the heading 'Report on the Legal and Regulatory Requirements' of our Report of even date)

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

(b) As explained to us, all the fixed assets have been physically verified by the management at regular intervals, as informed to us no material discrepancies were noticed on such verification.

2. (a) The Inventories have been physically verified during the year by the management. In our opinion the frequency of such verification is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to size of the company and nature of it's business.

( c) The company has maintained proper records of inventories. As per the information & explanation given to us, no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of Inventories & fixed assets and for the sale of goods & services. Further, on the basis our examination of the books and records of the company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

5. The company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. According to the information and explanation given to us , the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the any activities of the Company.

7. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, investor Education & protection Fund, Employees State Insurance, Custom Duty, Excise Duty, Cess are not applicable to the Company.

(b) According to the information & explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

(c) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(d) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and protection Fund. The question of reporting delay in transferring such sums does not arise as at 31st March, 2015.

8. The accumulated losses of the Company have not exceeded fifty percent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and also in the immediately preceding financial year.

9. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from financial institutions or banks and has not issued debentures.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

11. In our opinion, and according to the information and explanation given to us, the company has not raised any term loans during the year.

12. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither came across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For S K Kumar & Co

Chartered Accountants

FRN: 000204C

CA Mani Kant Vashistha

Partner

M. No. 075198

Date: September 01, 2015

Place: Thane (Mumbai)

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Mar 31, 2014

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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including 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.

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

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

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

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

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

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

c) in case of Cash Flow Statement for the year ended 31st March 2014.

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

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; except AS 22 relating to the Taxes on Income read with notes forming part of accounts.

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

f) It may be noted that at present, no Rules relating to the amount of cess for rehabilitation or revival or protection of assets of sick industrial companies, payable by a company under section 441A of the Act have been notified by the central Government. Thus, it would not be ossible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued.

Annexure referred to in paragraph 1 of our report even date.

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

(i) In Respect of the Fixed Assets:

a) Proper records showing full particulars including quantitative details and situation of Fixed Assets of the company are being updated.

b) The management physically verifies the fixed assets of the Company. No material discrepancies were noticed on verification.

c) No substantial parts of the fixed assets have been disposed off during the year.

(ii) In respect of its Inventories:

a) The companies is having the inventory of securities and are maintaining proper records except that for the purpose of valuation the accounting system is not perfect enough to value inventory and for which company relies on its own valuations systems. Records are verified and certified by management.

(iii) In respect of Loan:

a) The company has not taken any loans from Companies, Firms or other parties and directors and relative of the Director; Register maintained under section 301 of the Act.

b) In our opinion, the terms and conditions, on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 and from the companies under the same management, are not, prima facie, prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of Contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/- or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

(vi) In our opinion and according to the information and explanations given to us, since the company has not accepted any deposits from the public the compliance with the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules frame there under with regard to the deposits accepted from the public are not applicable to the company. No order has been passed by the applicable authorities.

(vii) In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company.

(ix) In respect of Statutory Dues:

a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(x) The company have accumulated losses of Rs. 1,53,62,041/-, during the year company has not incurred any cash losses.

(xi) According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company

(xii) In our opinion, the company is not a Chit Fund or a NIDHI Mutual Benefit Fund/Society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

(xiii) In our opinion the company is dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4 (xiv) of CARO 2003 are applicable to the company as regards dealing in or trading in shares, securities and other investments. No records available for verification purpose.

(xiv) As informed to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xv) In our opinion, on the basis of information & explanations given to us, the term loans were not applied for the purpose for which they were raised.

(xvi) In our opinion, on the basis of information and explanations given to us funds raised on Short term basis have not been used for Long-term investment.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xviii) The company has not issued any debentures during the period covered by our audit report.

(xix) The company has not made any public issue of shares during the period covered by our audit report.

(xx) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

Date : 22nd April, 2014 For, Vishves A. Shah & Co. Place : Ahmedabad Chartered Accountants Firm No.l21356w

(Vishves A. Shah) Proprietor M. No. 109944

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Mar 31, 2013

We have audited the attached Balance Sheet of Tirupati Tyres Limited as at March 31, 2013, and the Profit and Loss Account for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

1. 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 Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the companies (Auditois Report) order, 2003 issued by the central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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;

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

(ii) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account;

(iii) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(iv) On the basis of the written representations received from the Directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of Companies Act, 1956;

(v) In our opinion and to the best of our information and according to the explanations given to us, subject to the comments that Company has not provided for listing fees, the financial impact of these are not provided to us and as such we are unable to provide the same. The loss would have been higher by the equivalent amount, the company has stopped business activities and sold off its fixed assets including land, building, plant & machinery, the parties account both debit & credit are subject to confirmation from the parties concerned, the stock as on 31.03.2013 is as provided, valued & certified by the directors & the company is having trade transactions with the firms in which directors are interested, and notes on accounts, give the information required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In case of the Profit and Loss Account, of the profit of the Company for the year ended on that date.

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure

Statement on the matters specified in paragraph 4 & 5 of the Companies (Auditor''s Report) order 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act 1956, as referred to in Paragraph 3 of our Audit report of even date.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However all the fixed assets have been sold off.

(b) The fixed assets of the company are taken over by the SBI under securitization Act, and later on sold off. as such the assets have not been physically verified by the management during the year end As such we are not in a position to certify that whether there is a regular program of verification and whether any material discrepancies have been noticed on such verification.

(c) Based on our scrutiny of records of the company and information and explanations received by us, we report that the company has disposed of major part of assets. As such going concern concept of the company has been affected.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and the nature of its business.

(c) The company is not maintaining proper day to day records of inventory. As such we are not in a position to comment that whether there is any material discrepancies noticed on verification between the physical stocks and the book records. However according to the certificate of the management all such discrepancies have been accounted for in the books of accounts. The inventory is NIL.

(iii) The company had not taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The company has granted loan and advances to parties as specified under section 301. In our opinion the rate of interest and other terms and conditions on which loans have been given to parties covered in the register maintained under section 301 of the companies Act, 1956 are not prejudicial to the interest of the company. Since there is no loan, question of paying regularly in payment of interests & principal amount during the year does not arise. There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Such loans are NIL.

a) The company had not taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The company has granted loan and advances to parties as specified under section 301.

b) In our opinion the rate of interest and other terms and conditions on which loans have been given to parties covered in the register maintained under section 301 of the companies Act, 1956 are not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956.

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Transactions exceeding the value of rupees five lakhs 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.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The company is required to maintain books of account relating to materials, labour and other items of cost pursuant to the Rules made by Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. However no such record is produced before us.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable. According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(b) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(x) The Company''s accumulated losses at the end of the financial year are not less than fifty percent of its net worth. Further, the Company has not incurred any cash losses in the current financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has defaulted in repayment of dues to financial institution, bank or debenture holders in the past. The company has made compromise settlement with PFC & SBI for their dues.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us by the management, term loans are applied for the purpose for which the loans were obtained.

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

M/S Sandeep Manuja & Associates, Chartered Accountants Date: 29/05/2013 Place: Ludhiana Sd/- Sandeep Manuja (Proprietor) (M. No. 87888)

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Mar 31, 2012

Auditors'' Report to the members of Tirupati Tyres Limited

We have audited the attached Balance Sheet of Tirupati Tyres Limited as at March 31, 2012, and the Profit and Loss Account for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

1. 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 Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the companies (Auditors Report) order, 2003 issued by the central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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;

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

(ii) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account;

(iii) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(iv) On the basis of the written representations received from the Directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of Companies Act, 1956;

(v) In our opinion and to the best of our information and according to the explanations given to us, subject to the comments that Company has not provided for listing fees, the financial impact of these are not provided to us and as such we are unable to provide the same. The loss would have been higher by the equivalent amount, the company has stopped business activities and sold off its fixed assets including land, building, plant & machinery, the parties account both debit & credit are subject to confirmation from the parties concerned, the stock as on 31.03.2012 is as provided, valued & certified by the directors & the company is having trade transactions with the firms in which directors are interested, and notes on accounts, give the information required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In case of the Profit and Loss Account, of the profit of the Company for the year ended on that date.

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure

Statement on the matters specified in paragraph 4 & 5 of the Companies (Auditor''s Report) order 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act 1956, as referred to in Paragraph 3 of our Audit report of even date.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However all the fixed assets have been sold off.

(b) The fixed assets of the company are taken over by the SBI under securitization Act, and later on sold off. as such the assets have not been physically verified by the management during the year end As such we are not in a position to certify that whether there is a regular program of verification and whether any material discrepancies have been noticed on such verification.

(c) Based on our scrutiny of records of the company and information and explanations received by us, we report that the company has disposed of major part of assets. As such going concern concept of the company has been affected.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and the nature of its business.

(c) The company is not maintaining proper day to day records of inventory. As such we are not in a position to comment that whether there is any material discrepancies noticed on verification between the physical stocks and the book records. However according to the certificate of the management all such discrepancies have been accounted for in the books of accounts. The inventory is NIL.

(iii) The company had not taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The company has granted loan and advances to parties as specified under section 301. In our opinion the rate of interest and other terms and conditions on which loans have been given to parties covered in the register maintained under section 301 of the companies Act, 1956 are not prejudicial to the interest of the company. Since there is no loan, question of paying regularly in payment of interests & principal amount during the year does not arise. There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Such loans are NIL.

a) The company had not taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The company has granted loan and advances to parties as specified under section 301.

b) In our opinion the rate of interest and other terms and conditions on which loans have been given to parties covered in the register maintained under section 301 of the companies Act, 1956 are not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956.

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Transactions exceeding the value of rupees five lakhs 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.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The company is required to maintain books of account relating to materials, labour and other items of cost pursuant to the Rules made by Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. However no such record is produced before us.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable. According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(b) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(x) The Company''s accumulated losses at the end of the financial year are less than fifty percent of its net worth. Further, the Company has not incurred any cash losses in the current financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has defaulted in repayment of dues to financial institution, bank or debenture holders in the past. The company has made compromise settlement with PFC & SBI for their dues.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us by the management, term loans are applied for the purpose for which the loans were obtained.

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

M/S Sandeep Manuja & Associates, Chartered Accountants Date: 03/09/2012 Place: Ludhiana Sd/- Sandeep Manuja (Proprietor)

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Mar 31, 2011

We have audited the attached Balance Sheet of Tirupati Tyres Limited as at March 31, 2011, and the Profit and Loss Account for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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 Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Further to our comments in the Annexure referred to above, we report that:

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

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

(c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(e) On the basis of the written representations received from the Directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account, give the information required by the Companies Act, 1956, in the manner so required and give as true and fair view in conformity with the Accounting Principles generally accepted in India:

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

(ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

Annexure referred to in paragraph II of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However all the fixed assets have been sold off during the year.

(b) The fixed assets of the company are taken over by the SBI under securitization Act, and later on sold off. as such the assets have not been physically verified by the management during the year end As such we are not in a position to certify that whether there is a regular program of verification and whether any material discrepancies have been noticed on such verification.

(c) Based on our scrutiny of records of the company and information and explanations received by us, we report that the company has disposed of major part of assets. As such going concern concept of the company has been affected.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The company is not maintaining proper day to day records of inventory. As such we are not in a position to comment that whether there is any material discrepancies noticed on verification between the physical stocks and the book records. However according to the certificate of the management all such discrepancies have been accounted for in the books of accounts. The inventory is NIL.

(iii) (a) The company had not taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The company has granted loan and advances to parties as specified under section 301.

(b) In our opinion the rate of interest and other terms and conditions on which loans have been given to parties covered in the register maintained under section 301 of the companies Act, 1956 are not prejudicial to the interest of the company.

(c) The Company is not regular in payment of interest and principal amount during the year.

(d) There is no overdue amount of loans taken from companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) Transactions exceeding the value of rupees five lakhs 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.

(vi) The Company has not accepted any deposits from the public.

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

(viii) The company is required to maintain books of account relating to materials, labour and other items of cost pursuant to the Rules made by Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. However no such record is produced before us.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable. According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(b) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, ESI, income tax, sales tax, mca dues cess and other material statutory dues applicable to it. According to the information and explanations given to us, their are undisputed amounts payable (which due to lack of information we are unable to report) in respect of income tax, wealth tax, sales tax, customs duty, excise duty and Rubber cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are dues of sales tax, income tax, customs duty, wealth tax, excise duty, and Rubber cess, which have not been deposited on account of any dispute.

(x) The Company''s accumulated losses at the end of the financial year are not less than fifty percent of its net worth. Further, the Company has not incurred any cash losses in the current financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has defaulted in repayment of dues to financial institution, bank or debenture holders in the past. The company has made compromise settlement with PFC & SBI for their dues.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us by the management, term loans are applied for the purpose for which the loans were obtained.

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

M/s. Sanjeev Bimla & Associates, Chartered Accountants Date: 01/09/2011 Place: Ludhiana Sd/- Sanjeev Gupta (Proprietor)