Auditor Report of Transcorp International Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of TRANSCORP INTERNATIONAL LIMITED (‘the Company¹), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for The Standalone Ind AS 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 Standalone Ind AS financial statements that give a true and fair view of the Profit & Loss, State of Affairs, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015 as amended.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS 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 of the standalone Ind AS financial statements 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 Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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, including the Ind AS, of the State of Affairs of the Company as at 31st March 2018 and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in the statements, are based on the previously published standalone financial results/statements for the said periods prepared in accordance with the Companies (Accounting Standards) Rules, 2006 and other accounting principles generally accepted in India audited by predecessor auditor and whose audit report for the year ended 31st March 2017 and 31st March 2016 dated 29th April 2017 and 9th May 2016 respectively expressed an unmodified opinion, as adjusted for the differences in the accounting principles adopted by the company on transition to the Ind AS, which has been audited by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143 (11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the “Annexure A” a statement on the matters specified in the paragraph 3 and 4 of the said 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, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

e. On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to Ind AS Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements -refer note 41 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our Independent Auditors’ Report of even date in respect to statutory audit of Transcorp International Limited for the year ended 31 March, 2018, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets (Property, Plant & Equipment).

(b) The Fixed Assets (Property, Plant & Equipment) have been physically verified wherever practicable in a phased manner by the management/ internal auditors, and the reconciliation of the quantities with the book records has been done on continuous basis. No material discrepancies were noticed on such verifications.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except Premises at SFS 20, Nehru Place, Tonk Road, Jaipur, held in the name of Rajasthan Industrial Trading Company (since merged in the company), having a cost (gross block) of Rs. 2.96 Lakhs

ii. The inventory being foreign currency and paid documents has been physically verified at reasonable intervals during the year by the Management/ Internal Auditors. The discrepancies noticed on verification between the physical stock and the book stocks, wherever ascertained were not significant and have been properly dealt in the books of accounts.

iii. In our opinion and according to the information and explanations given to us, the Company has granted loan to 3 parties covered in the register maintained under section 189 of the Companies Act, 2013.

a) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans had been granted to the body corporate listed in the register maintained under section 189 of the Act were not, prima facie, prejudicial to the Company’s interest.

b) Schedule of repayment of principal and payment of interest has not been stipulated as loans have been granted on repayable on demand basis. Repayments & receipts of interest are regular whenever demanded. In case of following companies, interest has not been received but accrued in their account:

Rs. In Lakhs

SI. No.	Company Name	Principal Amount	Interest (Net of tax)	Balance As at 31st March,2018
1	Transcorp Estate Private Limited	2231.00	27.00	2255.00
2	TCI Blioruka Projects Limited	530.17	25.40	555.57
3	TCI International Limited	364.79	13.11	377.97

c) There were no overdue amounts in respect of loan granted to the body corporate listed in the register maintained under

section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments & guarantees made.

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

vi. Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Service Tax, Goods & Service Tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Service Tax and other material statutory dues were in arrears as at 31 March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues of Income Tax, Service Tax, Goods & Service Tax as at 31 March, 2018 which have not been deposited on account of dispute and the forum where the disputes are pending are as under:

Rs, in. Lakhs

Name of the Statute	Nature of Dues	Period to which the amount relates (PY)	Forum where the dispute is pending	Gross Disputed Amount (Rs. In Lakhs)	Amount Deposited under protest (Rs. In Lakhs)	Amount not Deposited (Rs. In Lakhs)
Finance Act, 1994	Service Tax	2012-13	Appeal vet to be filed before CESTAT, New Delhi	6.04	0.52	5.52
		2012-13 to 2015-16	Commissioner (Appeals)	41.73	1.56	40.17
		2012-13 to 2014^15	Commissioner (Appeals)	19.85	0.75	19.10

viii. According to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to financial institutions or banks.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion, term loans were applied for the purpose for which the loans were obtained by the company.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. Company is not required to get itself registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 2 (f) under the heading “Report on Other Legal and Regulatory Requirements” of our Independent Auditors’ Report of even date to the members of Transcorp International Limited for the year ended 31 March, 2018, report on Internal Financial Controls under clause (i) of sub section 3 of section 143 of the Companies Act, 2013 (‘the Act’).

We have audited the internal financial controls with reference to Ind AS Financial Statements of Transcorp International Limited (“the Company”) as of 31st March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls with reference to Ind AS Financial Statements based on the internal control with reference to Ind AS Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls with reference to Ind AS Financial Statements issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to Ind AS Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls with reference to Ind AS Financial Statements (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Ind AS Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to Ind AS Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Ind AS Financial Statements included obtaining an understanding of internal financial controls with reference to Ind AS Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to Ind AS Financial Statements.

Meaning of Internal Financial Controls with reference to Ind AS Financial Statements

A company’s internal financial control with reference to Ind AS Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Ind AS Financial Statements includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With reference to Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Ind AS Financial Statements to future periods are subject to the risk that the internal financial control with reference to Ind AS Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to Ind AS Financial Statements and such internal financial controls with reference to Ind AS Financial Statements were operating effectively as at 31st March, 2018 based on the internal control with reference to Ind AS Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls With reference to Ind AS Financial Statements issued by ICAI.

For Kalani & Co.

Chartered Accountants

Firm’s Registration No: 000722C

[Bhupender Mantri]

Place: New Delhi Partner

Dated: the 5thday of May 2018 Membership No: 108170

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Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of TRANSCORP INTERNATIONAL LIMITED (‘the Company’), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2017 and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure A statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

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

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

ii. the Company did not have material foreseeable losses on long term contracts including derivative contracts

iii. there has been no delay in transferring amounts, to the Investor Education and Protection Fund by the Company.

iv. the Company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 27(19) to the financial statements

Annexure A to the Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31 March 2017, we report that:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However such records showing full particulars including quantitative details and situation of certain fixed assets are being updated. b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Premises at SFS 20, Nehru Place, Tonk Road, Jaipur, held in the name of Rajasthan Industrial Trading Company (since merged in the company), having a cost(gross block) of Rs.296096/

c) According to the information and the explanations given to us and on the basis of our examination of the records, the title deeds of immovable properties are held in the name of the company except the following property:

ii) a) Inventory being the foreign currency and paid documents have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable. b) The company is maintaining proper records of inventory and according to the information and explanation given to us, material discrepancies noticed on physical verification of above items referred to in (a) above as compared to the book records, were properly dealt with in the books of accounts.

iii) The company has granted unsecured loan to 2 (two) body corporates covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Company has also granted unsecured loans and advances to its 2(two) wholly owned subsidiaries.

a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the body corporate listed in the register maintained under section 189 of the Act were not, prima facie, prejudicial to the Company’s interest.

b) Schedule of repayment of principal and payment of interest has not been stipulated as loans have been granted on current A/c basis. Repayments & receipts of interest are regular whenever demanded.

c) There were no overdue amounts in respect of loan granted to the body corporate listed in the register maintained under section 189 of the Act.

iv) In our opinion and according to the information and the explanations given to us, the company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities made/given or provided, to the extent applicable.

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

vi) Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, Company is generally regular in depositing with appropriate authorities amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employee’s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as are applicable to it.

According to the information and explanations given to us, there were no material arrears of outstanding statutory dues as at the last day of financial year i.e. as at 31^st March 2017 for a period of more than six months from the date they become payable.

b) According to the information & explanations given to us, there is no material dues of income tax sales tax , service tax, duty of customs, duty of excise or value added tax which have not been deposited with the appropriate authorities on account of any dispute.

viii) The company has not defaulted in repayment of loans or borrowings to a financial institution or bank , Government or dues to debenture holders during the year.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion, term loans were applied for the purpose for which the loans were obtained by the company.

x) According to the information and explanations given to us, no material fraud by the Company or on the company by its officers or employess has been noticed or reported during the year.

xi) According to the information and explanations given to us, managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 97 read with schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the companies is not a nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

xiii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, transactions with the related party are in compliance with the sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) As per the information provided to us, the Company has not made any preferential allotment or Private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the question of complying to the provisions of section 42 of the Act does not arise.

xv) According to the information and explanations given to us, company has not entered into any non-cash transactions with directors or person connected with him during the year of review.

xvi) Company is not required to get itself registered under section 45-IA of the Reserve Bank of India Act,1934.

For Anand Jain & Co.

Chartered Accountants

FRN:001857C

Anand Prakash Jain

Proprietor

M.No. 071045

Place : New Delhi

Date: 29^th April 2017

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Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (''the Order'') issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

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

ii. The Company did not have material foreseeable losses on long term contracts including derivative contracts

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However such records showing full particulars including quanti -tative details and situation of fixed assets of certain fixed assets is being updated. b) The Company has introduced a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

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

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

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

Opinion

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

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

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

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

Report on Other Legal and regulatory Requirements

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

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

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

audll''

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

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

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

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

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

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

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

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

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

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

opinion the frequency of verification is reasonable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund company.

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

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

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

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

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

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

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

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

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

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

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Mar 31, 2013

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

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

Auditor''s Responsibility

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

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

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

Opinion

mouroplnlonandtothebesto fourlrifamatlonandaccordlngtotJieexplanatlonsg Tventous, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case oftlie Balance Sheet, oftlie state ofaffalrsofthe company as at 31* March, 2013. b In the case crftheFVom& Loss Accourrt,oftheprofTtfor the year ended on that date; and c) InthecaseoftheCashFlowstatement, of the cash flows for the year ended on that date. Report on Other Legal and regulatory Requirements

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on 31" March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31* March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the Companies Act,1956.

ANNEXURE TO THE AUDITORS'' REPORT

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

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

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

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

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

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

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

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

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

c) Receipt of principal and interestisalsoregularwhereverstipulated;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

id) In our opinion the company has not defaulted In repayment of duestoaflnandal Institution or bank. ni) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund company.

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

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

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

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

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

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

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

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

Chartered Accountants FRN: 001857C

Anand Prakash Jain

Proprietor M.Mo. 071045

Place: New Delhi

Date: 16th May 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of TRANSCORP INTERNATIONAL LIMITED as at 31st March, 2012 the Statement of Proiftand Loss and Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.Anauditincludesexamining,onatest basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chitfund company.

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

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

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

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

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

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

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

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

Place : New Delhi For Anand Jain & Co.

Date : 11th May, 2012 Chartered Accountants

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Mar 31, 2011

1. We have audited the attached Balance Sheet of TRANSCORP INTERNATIONAL LIMITED as at 31st March, 2011, the Profit & Loss Account & Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

e) On the basis of the written representations received from the directors as on 31st March 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 the Companies Act, 1956;

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

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

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

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Auditors Report of even date on the accounts of Transcorp International Limited, for the year ended 31st March, 2011)

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

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

c) No substantial part of fixed assets have been disposed off during the year except the immovable properties transferred to Wholly Owned Subsidiary, hence it has not affected the aspect of going concern.

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

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

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

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties and amount involved is 1 & Rs. 162.25 Lacs respectively. However there was no outstanding at year end.

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

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

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

e) According to the information and explanations given to us, the Company has not, during the year taken any loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved therefore is NIL and Rs. NIL respectively.

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

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

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

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

vii) The Company has an in-house as well as outside agency governed internal audit system,

which in our opinion is commensurate with the size of the Company and the nature of its business.

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

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

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess- - Service Tax demand disputed with customs, excise & Service Tax Tribunal, New Delhi Rs. 2.96 Crores plus Penalty: Rs. 2.96 Crores and additional penalty of Rs. 1000/- plus interest.

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

- Demand disputed with CIT Appeals, Alwar Rs. 8.48 Lacs

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

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

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund company.

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

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

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

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

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

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

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

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company has been noticed or reported during the year ended 31st March 2011. However frauds on the Company were noticed during the period involving misappropriation of cash/foreign exchange to the extent of Rs. 72.79 Lacs. Management after due investigation and insurance claims filed, is hopeful of recovery of same & hence no provision for liability, if any has been made.

For Anand Jain & Co. Chartered Accountants

Anand Prakash Jain Proprietor M. No.: 71045 FRN: 001857C Place: New Delhi Dated: 23rd May, 2011

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Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Professional Tax: Rs. 156475/-

ESI: Rs. 12997/-

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

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

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

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

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund company.

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

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

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

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

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

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

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

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

Place: New Delhi For ANANDJAIN & CO.

Dated : 14th May, 2010 Chartered Accountants

ANANDPRAKASHJAIN

Proprietor

M. No. 071045

FRN: 001857C