Auditor Report of Transpek Industry Ltd.

Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS Financial Statements of Transpek Industry Limited (‘the Company’), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).

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 financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 and the Order issued under Section 143(11) of the Act.

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 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 judgement, 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 statement.

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 (financial position) of the Company as at 31 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.

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, we give in the Annexure A, 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(including other comprehensive income), the statement of cash flows 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 (Ind AS) specified under Section 133 of the Act read with relevant rule issued there under;

(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) In our opinion, with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(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 standalone Ind AS financial statements - Refer Note - 37(A) to the standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, 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 during the year ended March 31, 2018.

Annexure A 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 31st March, 2018.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the property, plant and equipments;

(b) As informed to us, the company has a phased programme of physical verification of its fixed assets so as to cover all assets once in 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;

(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 the i mmovable properties are held in the name of the Company;

(ii) (a) As per the information and explanations given to us, the inventories held by the company have been physically verified by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable;

(b) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and the discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of accounts;

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnership or any other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, clause 3(a), 3(b) and 3(c) are not applicable for the year;

(iv) In our opinion and according to the information and explanations given to us, provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities have been complied with;

(v) In our opinion and as explained to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under for the deposits accepted by the company;

(vi) We have broadly reviewed the cost records maintained by the Company as prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been made and maintained by the company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete;

(vii) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee’s state insurance, income-tax, sales-tax, Goods and Service tax (GST), service tax, custom duty, excise-duty, value added tax, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March, 2018, for a period of more than six months from the date they became payable. We are informed that the provisions relating to employee’s state insurance are not applicable to the company;

(b) According to the information and explanations given to us and the records examined by us, there are no dues of income tax, sales tax, Goods and Service tax(GST) wealth-tax, service tax, duty of customs, duty of excise, value added tax or cess that has not been deposited on account of disputes except the following:

Name of the Statute	Nature of dues	Amount (Rs.In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act ,1961	Income tax(including interest thereon)	12.21	2002-2003	Commissioner of Income Tax (Appeals), Vadodara
Income Tax Act ,1961	Income tax(including interest thereon)	16.83	2003-2004	Commissioner of Income Tax (Appeals), Vadodara
Income Tax Act ,1961	Income tax(including interest thereon)	16.96	2013 -2014	Commissioner of Income Tax (Appeals), Vadodara
Central excise act,1944	Excise duty(including penalty)	55.77	2002 to 2012	CESTAT, Ahmedabad
Service tax	Service tax(including penalty)	74.02	2009 to 2015	Commissioner (Appeals), Vadodara
Service tax	Service tax(including penalty)	332.89	2008 to 2015	CESTAT, Ahmedabad
Central excise act,1944	Custom duty (including 25.64 penalty)		2007 to 2014	CESTAT, Mumbai
Total		534.32
Note: Amounts paid under protest and not charged to profit and loss statement have not been included above.[Refer Note no. 37(A) of Notes forming part of the financial statements]

(viii) Based on our audit procedure and according to the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks, Government or dues to debenture holders;

(ix) According to the information and explanations given to us, no moneys were raised by way of initial public offer or further public offer (including debt instruments) and the term loans were applied for the purpose for which the loan were obtained during the year;

(x) During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither came across any incidence of fraud on or by the company noticed or reported during the year, nor we have been informed of any such case by the management;

(xi) According to the information and explanation 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 explanation given to us, the provisions related to Nidhi Company are not applicable;

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards;

(xiv) According to the information and explanations given 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;

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any noncash transactions with directors or persons connected with him and the provisions of section 192 of the Companies Act, 2013 have been complied with;

(xvi) According to the information and explanation given to us, the company is not required to be registered under section45-IA of the Reserve Bank of India Act, 1934.

Annexure B to the Auditor’s Report

Report on the 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 over financial reporting of TRANSPEK INDUSTRY LIMITED (“the Company”) as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS 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 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 internal financial controls with reference to 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls over financial reporting, 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 judgement, 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 with reference to financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting 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 over financial reporting 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 Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting 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, internal financial controls with reference to financial statements and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For C N K & Associates LLP

Chartered Accountants

FRN: 101961W/W-100036

Himanshu Kishnadwala

Partner

Membership Number: 037391

Vadodara. 23rd May. 2018

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Mar 31, 2015

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

Management's Responsibility for the 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(s), 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(s).

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(s) 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, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is drawn to Note 30.K of the financial statements wherein it is mentioned that remuneration of ' 25.83 Lacs to the managing director is subject to approval of the Central Government.

Our Opinion is not modified in respect of this matter.

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 accounts 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 28(A) (a) & (b) to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, 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

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.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of

the fixed assets;

(b) As informed to us, the company has a phased programme of physical verification of its fixed assets so as to cover all assets once in 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) As per the information and explanations given to us, the inventories held by the company have been physically

verified by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable;

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and the discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of accounts;

(iii) According to the information and explanations given to us, the Company has not granted any loans to company, firm and any other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, clause 3(a) and 3(b) are not applicable for the year;

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination of the books of accounts, and as explained to us, no major weakness has been noticed in the internal control system in respect of these areas and we have not observed any continuing failure to correct major weakness in the same;

(v) In our opinion and as explained to us, the Company has complied with the provisions of sections 73 to 76 of the Companies Act, 2013 and the rules framed there under for the deposits accepted by the company;

(vi) We have broadly reviewed the cost records maintained by the Company as prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been made and maintained by the company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete;

(vii) (a) According to the information and explanations given to us and the records examined by us, the Company is 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, value added tax, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2015, for a period of more than six months from the date they became payable. We are informed that the provisions relating to employee's state insurance are not applicable to the company;

(b) According to the information and explanations given to us and the records examined by us, there are no dues of income tax, sales tax, wealth-tax, service tax, duty of customs, duty of excise , value added tax or cess that has not been deposited on account of disputes except followings:

Name of Nature of dues Amount Period to which the Statute ('In lacs) the amount relates

Gujarat Sales Tax Act, 1969 Sales Tax 0.31 1999-2000

Central Sales Tax Act, 1956 Sales Tax 33.80 1999-2000

Income Tax Act 1961 Income tax 11.72 1992-1993 (including interest thereon)

Central excise act,1944 Excise duty 365.20 2002-2013 (including penalty)

Central excise act,1944 Excise duty 78.92 2007-2014 (including penalty)

Service tax Service tax 127.94 2008-2013 (including penalty)

Central excise act,1944 Custom duty 5.44 2012-13 (including penalty)

Name of the Statue Forum where dispute is pending

Gujarat Sales Tax Act, 1969 Deputy Commissioner of Sales Tax, Vadodara

Central Sales Tax Act, 1956 Deputy Commissioner of Sales Tax, Vadodara

Income Tax Act , 1961 Hon'ble High Court, Ahmedabad

Central excise act, 1944 CESTAT, Ahmedabad

Central excise act, 1944 Commissioner (Appeal)

Service tax CESTAT, Ahmedabad

Central excise act, 1944 CESTAT, Mumbai

Note: Amounts paid under protest and not charged to profit and loss statement have not been included above.

[Refer Note no. 28(A)(b) of Notes forming part of the financial statements]

(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 and rules there under has been transferred 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) Based on our audit procedure and according to the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders;

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

(xi) Based on our audit procedure and according to the information and explanation given by the management, the term loans were applied for the purpose for which the loans were obtained;

(xii) During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither came across any incidence of fraud on or by the company noticed or reported during the year, nor we have been informed of any such case by the management;

For CNK & Associates LLP H.V Kishnadwala Chartered Accountants Partner FRN: 101961W M. No: 037391 Vadodara, May 25, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''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 accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Statement referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of the Auditors'' Report of even date to the Members of Transpek Industry Limited on the financial statements for the year ended 31st March, 2014.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

(b) The management has a phased programme of physical verification of fixed assets so as to cover all assets once in three years. In our opinion, the same is reasonable having regards to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification;

(c) There is no substantial disposal of fixed assets during the year;

(ii) (a) The management has conducted physical verification of inventory at the end of the year;

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year;

(iii) (a) As informed, the Company has not granted any loans secured or unsecured loan to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(iii) (b), (c) and (d) of the Companies (Auditor''s report) order, 2003 (as amended) are not applicable to the company;

(e) As informed, the Company has taken Fixed Deposits from Seven parties, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 227.11 lacs and the year-end balance of these deposits is Rs. 227.11 lacs;

(f) In our opinion and according to the information and explanations given to us, the rate of Interest and other terms and conditions for such loans taken are not prima facie prejudicial to the interest of the company;

(g) In our opinion and according to the information and explanations given to us, the company is regular in making payment of the principal amount and interest thereon;

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. However, since the new ERP system which the company has implemented is in the process of stabilization, there have been inconsistencies in the control systems relating to identification of components allocated for fixed assets capitalization. Further, on the basis of our examination of the books of account, and as explained to us, no major weakness has been noticed in the internal control system in respect of these areas, except as stated above and we have not observed any continuing failure to correct major weakness in the same.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act that needs to be entered into the register required to be maintained under Section 301 have been so entered; (b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lacs have been entered in to during the financial year at price which are reasonable having regards to the prevailing market price at the relevant time;

(vi) In respect of deposits accepted, in our opinion and according to the information and explanation given to us, directives issued by the Reserve Bank Of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the company law board, national company law tribunal or Reserve Bank of India or any court or any other tribunal;

(vii) The company has appointed an independent firm of Chartered Accountants to carry out the internal audit. In our opinion, the said system of internal audit system is commensurate with the size of the company and nature of its operations;

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete;

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it. We are informed that the provisions relating to employee''s state insurance are not applicable to the company; According to the information and explanation given to us, no undisputed amount payable in respect of provident fund, investor education & protection fund, employee''s state insurance, income tax, sales tax, customs, wealth- tax, service tax, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for the period more than 6 months from the date they become payable; (b) According to the record of the company, there are no dues outstanding in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty, &cess which have not been deposited on account of any disputes, other than following :

Name of the Statute Nature of Amount Period to Forum where dispute is pending dues (Rs. In lacs) which the amount relates

Gujarat Sales Tax Sales Tax 0.31 1999-2000 Deputy Commissioner of Sales Act, 1969 Tax, Vadodara

Central Sales Tax Sales Tax 33.80 1999-2000 Deputy Commissioner of Sales Act,1956 Tax, Vadodara

Income Tax Income Tax 11.72 1992-1993 Hon''ble High Court, Ahmedabad Act, 1961 (including interest thereon)

Central excise Excise duty Act, 1944 (including 229.58 2002-2012 CESTAT, Ahmedabad penalty)

0.86 2012-2013 Commissioner (appeal)

Service tax Service tax (including 142.09 2008-2013 CESTAT, Ahmedabad penalty)

Note:- Amounts paid under protest and not charged to profit and loss statement have not been included above. [Refer Note no. 28(A)(b) of Notes forming part of the financial statements]

(x) The company does not have any accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by our audit. However, the company had incurred cash losses in immediately preceding financial year;

(xi) Base on our audit procedure and as per the information and explanation given by the, management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks or debenture holders;

(xii) According to the information and explanation given to us and based on documents and records produced to us, the company has not granted loans and advances on the bases of securities by way of pledge of shares, debenture and other securities;

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

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

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

(xvi) Based on the information and explanation given to us by the management, the term loans were applied for the purpose for which the loans were obtained;

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

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the act;

(xix) The company did not have any outstanding debentures during the year;

(xx) The Company has not raised any money through public issues during the year;

(xxi) Based upon the audit procedure perform for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit;

For Contractor, Nayak & Kishnadwala

Chartered Accountants

Firm Registration No.129638W

Himanshu Kishnadwala

Partner

Membership No. 37391

Vadodara, May 30, 2014

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of Transpek Finance Limited as at 31st March 2013, the Statement of Profit and Loss and also the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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 in above paragraph, we report that:

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

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

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

d) IIn our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with item no.7 of Annexure to the Auditors Report regarding Internal Audit give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

b. In the case of the Statement of Profit and Loss , of the "Profit" for the year ended on that date,

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

ANNEXURE TO AUDITOR''S REPORT

Referred to in paragraph 3 of our Report of even date

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

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year However, it has discarded / scrapped certain assets which were non usable and obsolete.

2 The Company does not carry out any manufacturing activities and hence clauses 2(a), 2(b) and 2(c) pertaining to inventory are not applicable.

3 (a) The Company has granted loans to two Companies covered in the Register maintained under section 301 of the Companies Act, 1956, whose year end balance of loans was Rs.166.46Lacs.( P.Y. Rs.149.96Lacs ). The maximum amount outstanding during the year was Rs.168.46Lacs ( PY.Rs164.96Lacs.).

(b) The rate of interest and the other terms and conditions of loans given by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(c) The receipt of the principal and interest amounts, where receivable, are regular as stipulated.

(d) The Company has not taken any unsecured loans from Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

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

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under as at the end of the year.

7 The Company does not have any formal system of internal audit.

8 As informed to us, the Central Government has not prescribed under section 209 (1) (d) of the Companies Act, 1956, for maintenance of cost records.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues with the appropriate authorities during the year, wherever applicable to it.

10 In our opinion, the accumulated losses of the company do not exceed 50% of the net worth of the Company. The company has not incurred cash loss during the financial year as well as in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in respect of Payment of Term Loan Instalments.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund /societies.

14 During the year, the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other securities held as investments by the company have been held by the Company in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the company.

16 According to the information and explanations given to us the company has not raised term loan during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized funds raised on Short Term basis for Long Term Investments.

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

19 During the year covered by our audit report the Company has not issued any secured debentures and hence the question of creating security or charge in respect thereof does not arise.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us by the management and based upon the audit procedures performed, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

Deepak Desai & Co.

Chartered Accountants

Deepak G. Desai

Proprietor

Place : Vadodara Mem. No. 33730

Date: 20/05/2013 FRN : 102229W

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Transpek Finance Limited as at 31st March 2012, the Statement of Profit and Loss and also the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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 in above paragraph, we report that:

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

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

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

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

e) On the basis of written representations received from the Directors of the Company 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 Section 274(1 )(g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Annexure to Auditors Report item no.7 of annexure to the Auditors Report regarding Internal Audit give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

b. In the case of the Statement of Profit and Loss, of the "Profit" for the year ended on that date,

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

Referred to in paragraph 3 of our Report of even date

1 (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of the fixed assets;

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

2 The Company does not carry out any manufacturing activities and hence clauses 2(a), 2(b) and 2(c) pertaining to inventory are not applicable.

3 (a) The Company has granted loans to two Companies covered in the Register maintained under section 301 of the Companies Act, 1956, whose year end balance of loans was Rs.149.96 Lacs. The maximum amount involved during the year was Rs.164.96 Lacs.

(b) The rate of interest and the other terms and conditions of loans given by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(c) The receipt of the principal and interest amounts, where receivable, are regular as stipulated.

(d) The Company has not taken any unsecured loans from companies covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

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

6 in our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under as at the end of the year.

7 The Company does not have any formal system of internal audit.

8 As informed to us, the Central Government has not prescribed under section 209 (1) (d) of the Companies Act, 1956, for maintenance of cost records.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues with the appropriate authorities during the year, wherever applicable to it.

(b) According to the information and explanations given to us, the dues in respect of Income-Tax, Sales-Tax, Wealth- Tax, Service Tax, Custom Duty, Excise-Duty and Cess which have not been deposited on account of any dispute, are given hereunder:

Name of the Statute Nature of Dues Amount Rs. Period to which it relates Forum

The Interest Interest Tax 9,16,938 (net A.Y.1997-98 CIT (A)-lll Tax Act,1974 of tax paid) Vadodara

10 In our opinion, the accumulated losses of the company do not exceed 50% of the net worth of the Company. The company has not incurred cash loss during the financial year. However, the company has incurred cash loss in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in respect of Payment of Hire Purchase loan taken from Axis Bank.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund /societies.

14 During the year, the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other securities held as investments by the company have been held by the Company in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the company.

16 According to the information and explanations given to us the company has raised term loan of Rs.125 Lacs during the year from India bulls Housing Finance Limited and it has been applied for the purposes of the business of the company.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized funds raised on Short Term basis for Long Term Investments.

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

19 During the year covered by our audit report the Company has not issued any secured debentures and hence the question of creating security or charge in respect thereof does not arise.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us by the management and based upon the audit procedures performed, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of Deepak Desai & Co. Chartered Accountants

Deepak G. Desai Proprietor

Place: Vadodara Mem. No. 33730

Date: 1 S/05/2012 FRN: 102229W

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Transpek Finance Limited as at 31st March 2011, the Profit and Loss Account and also the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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 in above paragraph, we report that:

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

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

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

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

e) On the basis of written representations received from the Directors of the Company 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 Section 274(1)(g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Annexure to Auditors Report item no.7 of CARO regarding Internal Audit give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2011;

b. In the case of the Profit and Loss Account, of the "Loss"for the year ended on that date,

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

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

1 (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of the fixed assets;

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

2 The Company does not carry out any manufacturing activities and hence clauses 2(a), 2(b) and 2(c) pertaining to inventory are not applicable.

3 (a) The Company has granted loans to two Companies covered in the Register maintained under section 301 of the Companies Act, 1956, whose year end balance of loans was Rs.122.61 Lacs. The maximum amount involved during the year was Rs. 136.91 Lacs.

(b) The rate of interest and the other terms and conditions of loans given by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(c) The receipt of the principal and interest amounts, where receivable, are regular as stipulated.

(d) The Company has not taken any unsecured loans from companies covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

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

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under as at the end of the year.

7 The Company does not have any formal system of internal audit.

8 As informed to us, the Central Government has not prescribed under section 209 (1) (d) of the Companies Act, 1956, for maintenance of cost records.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues with the appropriate authorities during the year, wherever applicable to it.

(b) According to the information and explanations given to us, the dues in respect of income-Tax, Sales-Tax, Wealth- Tax, Service Tax, Custom Duty, Excise-Duty and Cess which have not been deposited on account of any dispute. are given hereunder:

Name of the Nature of Dues Amount Rs. Period to which Forum Statute it relates

The Interest Interest Tax 9,16,938 A.Y.1997-98 ACITCir -4 TaxAct,1974 Vadodara

10 In our opinion, the accumulated losses of the company do not exceed 50% of the net worth of the Company. The company has incurred cash loss during the financial year, however, the company has not incurred cash loss in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given, to us, the Company has not defaulted in respect of Payment of Hire Purchase loan taken from Axis Bank.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund /societies.

14 During the year, the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other securities held as investments by the company have been held by the Company in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the company.

16 According to the information and explanations given to us the company has not raised term loan during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized funds raised on Short Term basis for Long Term Investments.

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

19 During the year covered by our audit report the Company has not issued any secured debentures and hence the question of creating security or charge in respect thereof does notarise.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us by the management and based upon the audit procedures performed, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

Deepak Desai & Co.

Chartered Accountants

Deepak G. Desai

Proprietor

Mem. No. 33730

FRN:102229W

Place :Vadodara Date : 06.05.2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet ofTranspek Finance Limited as at 31st March 2010, the Profit and Loss Account and also the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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 in above paragraph, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report except note no.12(c) regarding Leave Encashment comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors of the Company 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 Section 274(1)(g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes to Accounts except note no. 12 (c) regarding Leave encashment and particularly item noJofCARO regarding Internal Audit give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

b. In the case of the Profit and Loss Account, of the "Profit" for the year ended on that date,

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

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

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

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

2 The Company does not carry out any manufacturing activities and hence clauses 2(a), 2(b) and 2(c) pertaining to inventory are not applicable.

3 (a) The Company has granted loans to two Companies covered in the Register maintained under section 301 of the Companies Act, 1956, whose year end balance of loans was Rs.94.45 Lacs.The maximum amount involved during the year was Rs.97.35 Lacs.

(b) The rate of interest and the other terms and conditions of loans given by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(c) The receipt of the principal and interest amounts, where receivable are regular as stipulated.

(d) The Company has not taken any unsecured loan from companies covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

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

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under as at the end of the year.

7 The Company does not have any formal system of internal audit.

8 As informed to us, the Central Government has not prescribed under section 209 (1) (d) of the Companies Act, 1956, for maintenance of cost records.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues with the appropriate authorities during the year, wherever applicable to it.

(b) According to the information and explanations given to us, there are no dues in respect of Income-Tax, Sales-Tax,. Wealth-Tax, Service Tax, Custom Duty, Excise-Duty and Cess which have not been deposited on account jof any. dispute..

10 In our opinion, the accumulated losses of the company do not exceed 50% of the net worth of the Company. The company has not incurred cash loss during the financial year. However company has incurred cash loss in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in respect of Payment of Hire Purchase loan taken from Axis Bank.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund, nidhi / mutual benefit fund /societies.

14 During the year, the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other securities held as investments by the company have been held by the Company in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the company.

16 According to the information and explanations given to us the company has not raised term loan during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized funds raised on Short Term basis for Long Term Investments.

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

19 During the year covered by our audit report the Company has not issued any secured debentures and hence the question of creating security or charge in respect thereof does not arise.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us by the management and based upon the audit procedures performed, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of For Deepak Desai & Co. Chartered Accountants

Deepak G. Desai Place :Vadodara Proprietor

Date: 30.04.2010 Mem. No. 33730