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Auditor Report of Transport Corporation of India Ltd.

Mar 31, 2017

Independent Auditor’s Report

To the Members of Transport Corporation of India Limited Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Transport Corporation of India Limited ("the Company”), which comprise the Balance Sheet as at 31st March 2017, 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 then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''standalone Ind AS financial Statements'')in which are incorporated the audited accounts for the year ended on that date of TCI Seaways division and the branch in Nepal as audited by other auditors.

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 Accounting Principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; 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

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

2. 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.

3. 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.

4. 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 controls 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.

5. 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, of the state of affairs of the Company as at 31st March, 2017 and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters

We did not audit the financial statements of one branch and one division included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of '' 22,882.76 lakh as at 31st March, 2017 and total revenues of '' 14,919.19 lakh for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements of this branch and division have been audited by the branch and division auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch and division is based solely on the report of such branch and division auditors.

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,(hereinafter referred to as the "order”), 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 paragraphs 3 and 4 of the Order.

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the report on the accounts of the branch and division office of the Company audited under Section 143(8) of the Act, the branch and division auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. t he Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity and the branch and division dealt with by this Report agree with the books of account and with the returns received from the branch not visited by us;

e. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards Specified under Section 133 the Act, read with relevant rule issued there under.

f. on the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act. with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure "B”.

g. with respect to other matter 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) as detailed in Note 39(a) of the notes to the standalone Ind AS financial statements, the Company has disclosed the impact of pending litigation on its standalone Ind AS financial statements.

ii) the Company did not have any long terms contract 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.

iv) the Company has provided requisite disclosures in its standalone Ind AS financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30thDecember, 2016 and these are in accordance with books of account maintained by the Company. Refer note 8.

Annexure "A"to Independent Auditors'' Report of even date to the members of Transport Corporation of India Limited, on the Standalone Ind AS Financial Statement for the year ended 31st March, 2017.

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. a) The company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.

b) We are informed that a test of physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our Opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.

c) The titles deeds of all the immovable properties, as disclosed in the Ind AS financial statements, are held in the name of the Company except in respect of immovable properties situated at Secunderabad and Kolhapur.

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

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

c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable.

4. I n 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 loans and investments made.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost records under sub- section (1) of section 148 of the Act in respect of any activities of the Company.

7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, service tax, custom duty, Excise Duty, value added tax, cess and any other statutory dues to the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or service tax or duty of excise or value added tax or cess or Employees'' State Insurance as at March 31, 2017 which have not been deposited on account of any dispute are as under:

Nature of the Statute

Nature of the dues

Amount (Rs, In Lakh)

Period to which amount relates

Forum where dispute is pending

Income Tax Act 1961

Income Tax

22.71

From FY 201112 to 2012-13

Commissioner

(Appeals)

Sales Tax Act Various States

Trade Tax

173.97

From FY 200304 to 2016-17

Various

Authority

Employee''s State Insurance, 1948

Employee''s

State

Insurance

20.98

FY 2011-12

Supreme

Court

Nature of the Statute

Nature of the dues

Amount (Rs, In Lakh)

Period to which amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise Duty

26.82

FY 2009-10 to FY 2012-13

Central Excise & Service Tax Appellate Tribunal

8.

According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any financial institutions or bank or Government during the year. The company has not issued any debentures.

9.

The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore, the provisions of Clause 3(ix) of the said order are not applicable to the company.

10.

During the course of our examination of the books 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 come across any instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.

11.

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.

12.

The company is not a Nidhi Company.

1 3.

The transactions with related parties are in compliance with the provisions of Section! 77 and 188 of the Act. The details of the related party transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standard.

1 4.

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 provisions of Clause 3 (xiv) of the order are not applicable.

15.

The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the order are not applicable.

16.

The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the companies Act, 2013.

We have audited the internal financial controls over financial reporting of Transport Corporation of India Limited ("the Company”) as of 31st March, 2017 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 controls 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, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and 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 over financial reporting 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 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 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 adequate internal financial controls over financial reporting 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting 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 judgment, including the assessment of the risks of material misstatement of the Ind AS 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 over financial reporting.

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 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, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, 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 R.S. Agarwala & Co.

Chartered Accountants

Firm''s Regn No:-304045E

( R.S.Agarwala)

Partner

Camp: -Gurugram Membership No.005534

Date: 16th May, 2017


Mar 31, 2016

We have audited the accompanying standalone financial statements of Transport Corporation of India Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information in which are incorporated the audited accounts for the year ended on that date of TCI Seaways division and the branch in Nepal as audited by other auditors.

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 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 Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 (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; 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 ncluded 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 standalone 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 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 controls 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 ncludes 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 fnancial 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 2016, and its profit and its cash fows for the year ended on that date.

Emphasis of Matters

We draw attention to Note 34 of the financial statements regarding the scheme of arrangement for demerger of the XPS undertaking into TCI Express Ltd. as sanctioned by the Hon''ble Telangana and Andhra Pradesh High Court by its order dated 14th June, 2016. As per the Scheme loss on liquidation of wholly owned subsidiary TCI Global Holding (Mauritius) Ltd ofRs. 213,739,400/- has been debited to the Statement of Profit and Loss and an equivalent amount transferred from the Securities Premium Account. This is not in accordance with Accounting Standard (AS) 5 ''Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies''. However this has no effect on Profit before tax and profit after tax of the year.

Our Opinion is not qualified in respect of this matter.

Other Matters

We did not audit the financial statements of one branch and one division included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of Rs.17,608.39 lakh as at 31st March, 2016 and total revenues of Rs.14,219.49 lakh for the year ended on that date, as considered in the standalone financial statements. The financial statements of this branch and division have been audited by the branch and division auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch and division is based solely on the report of such branch and division auditors.

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 sub-section (11) of section 143 of the Act,(hereinafter referred to as the "order"), 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 paragraphs 3 and 4 of the Order.

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the report on the accounts of the branch and division office of the Company audited under Section 143(8) of the Act by the branch and division auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. the standalone financial statements dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us;

e. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards Specified under Section 133 the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014(as amended) .

f. on the basis of written representations received from the directors as on 31st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the Act.

g. with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure "B".

h. with respect to other matter 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. As detailed in Note 27(a) of the notes to the standalone financial statements, the Company has disclosed the impact of pending litigation on its financial statements.

i. The Company did not have any long terms contract 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.

Annexure "A" to Independent Auditors'' Report

Annexure "A" to Independent Auditors'' Report of even date to the members of Transport Corporation of India Limited, on the standalone Financial Statement for the year ended 31st March, 2016. Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

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

(b) We are informed that a test of physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our Opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets

(c) The titles deeds of all the immovable properties, as disclosed in the financial statements, are held in the name of the Company except in respect of immovable properties situated at Secunderabad and Kolhapur

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification

3. The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable.

4. 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 loans and investments made.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company.

7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, service tax, custom duty, Excise Duty, value added tax, cess and any other statutory dues to the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or service tax or duty of excise or value added tax or cess or Employees'' State Insurance as at March 31, 2016 which have not been deposited on account of any dispute are as under:

I Nature of Statute Nature of dues Rs. in Lakh

Income Tax Act 1961 Income Tax 55.69

Sales Tax Act Various Trade Tax 138.23 States

Employee''s State Employee''s State 20.98

Insurance, 1948 Insurance

Central Excise Act, 1944 Excise Duty 26.82

Nature Of Statute Period to which amount Forum where dispute is

relates pending

Income Tax Act 1961 From FY 2011-12 to 2012-13 Commissioner (Appeals) Sales Tax Act Various From FY 2003-04 to states 2015-16 Various Authority

Employees''s State FY 2011-12 Supreme Court

Central Excise Act, FY 2009-10 to FY 2012- Central Excise & 13 Service Tax

Appellate Tribunal

8. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any financial institutions or bank or Government during the year. The company has not issued any debentures.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore, the provisions of Clause 3(ix) of the said order are not applicable to the company.

10. During the course of our examination of the books 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 come across ifany instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.

11. 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.

12. The company is not a Nidhi Company.

13. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of the related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. 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 provisions of Clause 3 (xiv) of the order are not applicable.

15. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the order are not applicable.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For R.S. Agarwala & Co.

Chartered Accountants Firm''s Regn No:-304045E

R.S. Agarwala

Camp: Hyderabad Partner

Date: 18th August, 2016 Membership No.005534


Mar 31, 2015

We have audited the accompanying standalone financial statements of Transport Corporation of India Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information in which are incorporated the audited accounts for the year ended on that date of TCI Seaways division and the branch in Nepal as audited by other auditors.

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 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 controls 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 31st March 2015, and its profit and its cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of one branch and one division included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of Rs. 17,511.70 lacs as at 31st March, 2015 and total revenues of Rs. 12,310.82 lacs for the year ended on that date, as considered in the standalone financial statements. The financial statements of this branch and division have been audited by the branch and division auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch and division, is based solely on the report of such branch and division auditors.

Our Opinion is not modified in respect of this matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in

terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of

the Order

2. As required by Sectionl43(3) of the Act, we report that:

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

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

c. The report on the accounts of the branch and division office of the Company audited under Section 143(8) of the Act by the branch and division auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. 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 and with the returns received from the branch not visited by us;

e. 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;

f. On the basis of the written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Sectionl64(2) of the Act;

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. as detailed in Note 27(a) of the standalone financial statements, the Company has disclosed the impact of pending litigation on its 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. Annexure to the Independent Auditor''s Report Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of the Independent Auditors'' Report of even date to the members of Transport Corporation of India Ltd. on Standalone Financial Statements as of and for the year ended 31st March, 2015;

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

fixed assets.We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register

imint.-iined under Section 189 of the Act.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems nor we have been informed of any such instance.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules framed thereunder to the extent notified.

(vi) We have broadly reviewed the accounts and records maintained by the Company Pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act in respect of Electricity Generation. We are of the opinion that Prima Facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records.

(vii) (a) According to the books and records produced to us and based on management representations, the Company is

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 applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or wealth tax or service tax or duty of excise or value added tax or cess or Employees'' State Insurance as at 31st March, 2015 which have not been deposited on account of a dispute are as under:

Name of Dues Amount Forum where dispute is pending (Rsin lacs)

Income Tax 33.98 Commissioner (Appeals)

Trade Tax 244.11 Various Authority

Employee''s State Insurance 20.98 Supreme Court

Excise Duty 26.82 CentralExcise & Service Tax Appellate Tribunal

(c) The Company has transferred the amount 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 made thereunder within the specified time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(x) In our opinion, and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions during the year are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, and according to the information and explanations given to us, on an overall basis the term loans have been applied, for the purpose for which they were obtained.

(xii) During the course of our examination of the books 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 come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For R.S. Agarwala & Co. Chartered Accountants Firm''s Registration No.: 304045E

R.S. Agarwala Camp: Gurgaon Partner Date: 25th May 2015 Membership No.: 005534


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Transport Corporation of India Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, 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 in which are incorporated the audited accounts of the TCI Seaways division and the branches in Nepal as audited by other auditors.

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 and cash flows of the Company in accordance with the Accounting Standards referred to in section 21 l(3C) 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.

Auditors'' 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 misstatements.

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

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

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 the Statement of Profit and 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 (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of section 227(4A) 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us. The Branch Auditors'' Reports have been forwarded to us and appropriately dealt with.

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 and with the returns received from branches not visited by us;

d.) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 21 I (3C) of the Act, and

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 31,20l4,from being appointed as a director in terms of section 274 (I) (g) of the Act.

Annexure to Independent Auditors'' Report

Referred to in paragraph I under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. The Company has maintained records showing full particulars including quantitative details and situation of fixed assets. We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

3. The Company has not granted or taken during the year any loans secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Act.

4. There is an adequate internal control system commensurate with the size and nature of the Company''s business for the purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the / particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

7. The Company has appointed a firm of Chartered Accountants at the TCI Seaways Division to do the internal audit regularly. At other places the in-house internal audit department of the company conducted internal audit. The internal audit system is being constantly reviewed and strengthened to commensurate with the size and nature of Company''s business.

8. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209( I) (d) of the Act in respect of Electricity generation. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records.

9. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing 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 and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Excise Duty Trade Tax, Stamp Duty, Employees'' State Insurance and Labour Laws as at March 31,2014 which have not been deposited on account of a dispute are as under:

Nature of Dues Amount Forum where pending (Rs. in lacs)

Trade Tax 149 Various Authority

Labour laws 94 Civil Court

Stamp Duty 40 Chief Controlling Revenue Authority

Employees'' State Insurance 29 Supreme Court

Excise Duty 27 Central Excise & Service Tax Appellate Tribunal

10. The Company has no accumulated losses as at March 31,2014 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. The investments in shares, securities, debentures etc. are held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us. the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis. the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us. funds raised on short-term basis have not been used for long-term investment.

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 Act

19. There are no debentures outstanding at the year end.

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

21. During the course of our examination of the books 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 come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For R. S. Agarwala & Co.

Chartered Accountants

Firm''s Regn. No. 304045E

R.S. Agarwala

Camp: Gurgaon Partner

Date: 24thMay,20l4 Membership No.005534


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Transport Corporation of India Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, 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 in which are incorporated the audited accounts of the TCI Seaways division and the branches in Nepal as audited by other auditors.

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 and cash flows of the Company in accordance with the Accounting Standards referred to in section 211(3C) 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.

Auditors'' 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 misstatements.

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

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

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, 2013;

(b) in the case of the Statement of Profit and 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 (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of section 227(4A) 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

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

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

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. The Company has maintained records showing full particulars including quantitative details and situation of fixed assets. We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

3. (a) The Company has during the year granted unsecured loans to one subsidiary company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 98.28 lacs and the year end balance Rs.72.38 lacs. There are no stipulations as to the dates for repayment of the loan.

(b) The Company has taken unsecured loans of Rs. 110 Lacs during the year from one company covered in the register maintained under Section 301 of the Act .

(c) In our opinion, the rate of interest and other terms and conditions of the above loans are not prima facie prejudicial to the interest of the Company.

4. There is an adequate internal control system commensurate with the size and nature of the Company''s business for the purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder with regard to deposits accepted from the public.

7. The Company has appointed a firm of Chartered Accountants at the TCI Seaways Division to do the internal audit regularly. At other places the in-house internal audit department of the company conducted internal audit. The internal audit system is being constantly reviewed and strengthened to commensurate with the size and nature of Company''s business.

8. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Act in respect of Electricity generation. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records.

9. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing 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 and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, Excise Duty, trade tax, Stamp Duty, employees'' State Insurance and Labour Laws as at March 31, 2013 which have not been deposited on account of a dispute and adjusted with the refunds due to the extent of Rs. 840 lacs, are as under:

Nature of Dues Amount Forum where pending (Rs. in lacs)

Income Tax 1171 Commissioner (Appeals)

Income Tax 291 Income Tax Appellate Tribunal

Trade Tax 190 High Court

Consumer Protection Act 64 Supreme Court

Labour laws 44 Civil Court

Stamp Duty 40 Chief Controlling Revenue Authority Employees''

State Insurance 29 Supreme Court

Excise Duty 17 Central Excise & Service Tax Appellate Tribunal

10. The Company has no accumulated losses as at March 31, 2013 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. The investments in shares, securities, debentures etc. are held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on short-term basis have not been used for long-term investment.

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 Act.

19. There are no debentures outstanding at the year end.

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

21. During the course of our examination of the books 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 come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For R S Agarwala & Co.

Chartered Accountants

Firm''s Regn. No. 304045E

R S Agarwala

Camp: Gurgaon Partner

Date: May 15, 2013 Membership No. F-5534


Mar 31, 2012

We have audited the attached Balance Sheet of Transport Corporation of India Ltd. as at 31st March 2012, the annexed Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date in which are incorporated the audited accounts of the TCI Seaways division and the branches in Nepal as audited by other auditors.

1. 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 the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. Attention is invited to Note 11 (ii) regarding investments in overseas subsidiary companies.

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

i. 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.

ii. 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 the books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors' Report has been forwarded to us and appropriately dealt with.

iii. 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 and returns from the branches.

iv. In our opinion, the Statement of Profit and Loss, the Balance Sheet and the Cash Flow Statement, comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as a director under section 274(1) (g) of the Companies Act, 1956.

vi. 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 and accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

1. The Company has maintained records showing full particulars including quantitative details and situation of fixed assets. We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

3. (a) The Company has during the year granted interest free unsecured loans to two subsidiary companies and interest bearing loan to one Company. All the above companies are covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year aggregate to Rs.274 lacs and the year end balance to Rs.84 lacs. There are no stipulations as to the dates for repayment of the loan.

(b) The Company has taken unsecured loans of Rs. 55 lacs during the year from one company covered in the register maintained under Section 301 of the Act and was repaid during the year.

(c) In our opinion, the rate of interest and other terms and conditions of the above loans are not prima facie prejudicial to the interest of the Company.

4. There is an adequate internal control system commensurate with the size and nature of the Company's business for the purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

7. The Company has appointed a firm of Chartered Accountants at the TCI Seaways Division to do the internal audit regularly. At other places the in-house internal audit department of the company conducted internal audit. The internal audit system is being constantly reviewed and strengthened to commensurate with the size and nature of Company's business.

8. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act in respect of Electricity generation. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records.

9. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing 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 and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, trade tax and employees' state insurance as at March 31st, 2012 which have not been deposited on account of a dispute and adjusted with the refunds due to the extent of Rs. 2475.15 lacs, are as under:

Nature of Dues Amount Forum where (Rs.in lacs) pending Income Tax 4274.17 Commissioner ( Appeals)

Income Tax 195.88 Income Tax Appellate Tribunal

Excise Duty 288.28 Central Excise & Service Tax Appellate Tribunal

Trade Tax 11.53 High Court

Stamp Duty 39.69 Chief Controlling Revenue Authority

Employees' State Insurance 29 Supreme Court

10. The Company has no accumulated losses as at March 31st, 2012 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. The investments in shares, securities, debentures etc. are held by the Company in its own name.

15. In our opinion, and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on short-term basis have not been used for long-term investment.

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 Act.

19. There are no debentures outstanding at the year end.

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

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For R S Agarwala & Co.

Chartered Accountants

Firm's Regn. No. 304045E

R S Agarwala

Camp: Gurgaon Partner

Date: 30th May, 2012 Membership No. F-5534


Mar 31, 2011

We have audited the attached Balance Sheet of Transport Corporation of India Ltd. as at 31st March 2011, the annexed Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date in which are incorporated the audited accounts of the TCI Seaways division and the branches in Nepal as audited by other auditors.

1. 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 the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. Attention is invited to note 4 on Schedule 23 regarding income- tax demands and note 6 on Schedule 23 regarding investments in overseas subsidiary and joint venture companies.

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

i. 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.

ii. 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 the books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors Report has been forwarded to us and appropriately dealt with.

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

iv. In our opinion, the Profit and Loss Account, the Balance Sheet and the Cash Flow Statement, comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors as on 31st March 2011 and taken on record by the Board of Directors none of the directors is disqualified as on 31st March, 2011 from being appointed as a director under section 274(1) (g) of the Companies Act, 1956.

vi. 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 and accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO AUDITORS REPORT referred to in paragraph 3 of our report of even date:

1. The Company has maintained records showing full particulars including quantitative details and situation of fixed assets. We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

2. The Company has transferred a substantial part of fixed assets during the year under the Scheme of Arrangement for demerger of its real estate and warehousing division into its subsidiary company, TCI Developers Limited effective from 1st April 2010. Such transfer has, in our opinion, not affected the going concern status of the Company.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. (a) The Company has during the year granted unsecured interest free loans to six wholly owned overseas subsidiaries. All the above companies are covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year aggregate to Rs. 555 lacs and the year end balances to Rs. 164 lacs. There are no stipulations as to the dates for repayment of the loans.

(b) The Company has taken unsecured loans of Rs. 541 lacs during the year from one company covered in the register maintained under Section 301 of the Act and was repaid during the year.

(c) In our opinion, the rate of interest and other terms and conditions of the above loans are not prima facie prejudicial to the interest of the Company.

5. There is an adequate internal control system commensurate with the size and nature of the Companys business for the purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder with regard to deposits accepted from the public.

8. The Company has appointed a firm of Chartered Accountants at the TCI Shipping Division to do the internal audit regularly. At other places the in-house internal audit department of the company conducted internal audit. The internal audit system is being reviewed and strengthened to commensurate with the size and nature of Companys business.

9. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act in respect of Electricity generation. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of such records.

10. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing 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 and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income- tax, trade tax and employees state insurance as at March 31, 2011 which have not been deposited on account of a dispute and adjusted with the refunds due to the extent of Rs. 1503.77 lacs, are as under:

Nature of Dues Amount (Rsinlacs) Forum where pending

Income Tax 2263.41 Commissioner (Appeals)

Income Tax 1506.25 Income-tax Appellate Tribunal

Trade Tax 257.39 Trade Tax Officer

Trade Tax 10.11 Joint/ Assistant Commissioner, Sales Tax

Trade Tax 5.03 High Court

Stamp Duty 39.69 Chief Controlling Revenue Authority

Employees State Insurance 29.00 Supreme Court

11. The Company has no accumulated losses as at March 31, 2011 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

12. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

13. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

15. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. The investments in shares, securities, debentures etc. are held by the Company in its own name.

16. In our opinion, and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interest of the Company.

17. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

18. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on short-term basis have not been used for long-term investment.

19. 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 Act.

20. There are no debentures outstanding at the year end.

21. The Company has not raised any money by public issues during the year.

22. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information given to us, a case of misappropriation by an employee of funds of Rs. 45 lacs approximately has occurred. A part of the amount has since been recovered. We have not come across any other instance of material fraud on or by the Company, noticed or reported during the year.

For R S Agarwala & Co.

Chartered Accountants

Firm Regn. No.-304045E

R S Agarwala

Camp: Gurgaon Partner

1st June 2011 Membership No.F-5534


Mar 31, 2010

We have audited the attached Balance Sheet of Transport Corporation of India Ltd. as at 31st March 2010, the annexed Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date in which are incorporated the audited accounts of theTCI Seaways division and the branches in Nepal as audited by other auditors.

1. 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 the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

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

i. 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.

ii. 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 the books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors Report has been forwarded to us and appropriately dealt with.

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

iv. In our opinion, the Profit and Loss Account, the Balance Sheet and the Cash Flow Statement, comply with the accounting standards referred to in section 211 (3C) of the CompaniesAct, 1956.

v. On the basis of written representations received from the directors as on 31 st March 2010 and taken on record by the Board of Directors none of the directors is disqualified as on 31 st March, 2010 from being appointed as a director under section 274( I) (g) of the CompaniesAct, 1956.

vi. 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 and accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to Auditors Report referred to in paragraph 3 of our report of even date:

1. The Company has maintained records showingfull particulars including quantitative details and situation of fixed assets. We are informed that a test physical verification of these assets was carried out by the management during the year and no material discrepancies were noticed.

2. During the year the Company has not disposed off a substantial part of its fixed assets.

3. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. The procedures followed by the management for such physical verification are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

4. (a) The Company has during the year granted unsecured interest free loans to six wholly owned

subsidiaries. Interest bearing loan has been given to one company, which has been repaid during the year and also to one joint venture company. All the above companies are covered in the register maintained under Section 301 of theAct.The maximum amount involved during the year aggregate to Rs. 704 lacs and the year end balances to Rs. 1759 lacs.There are no stipulations as to the dates for repayment of principal and interest. However interest where applicable is being charged thereon.

(b) In our opinion, the rate of interest and other terms and conditions of above loans are not prima facie prejudicial to the interest of the Company.

(c) As informed the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of theAct.

5. There is an adequate internal control system commensurate with the size and nature of the Companys business for the purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system, nor we have been informed of any such instance.

6. (a) To the best of our knowledge and belief and according to the information and explanations given to us,

the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder with regard to deposits accepted from the public.

8. The Company has appointed a firm of Chartered Accountants at the TCI Shipping Division to do the internal audit regularly. At other places the in-house internal audit department of the company conducted internal audit.The internal audit system is being reviewed and strengthened to commensurate with the size and nature of Companys business.

9. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of theAct in respect of Electricity generation. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of such records.

10. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing 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 and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, trade tax and employees state insurance as at March 31, 2010 which have not been deposited on account ofa dispute and adjusted with the refunds due to the extent of Rs. I I 17.75 lacs, are as under:

Nature of Dues Amount (Rs. in lacs) Forum where pending Income Tax 304.38 Commissioner (Appeals) Income Tax 1236.93 Income-tax Appellate Tribunal Trade Tax 73.88 Trade Tax Officer Trade Tax 4.23 Joint/Assistant Commissioner, Sales Tax Trade Tax 5.03 High Court Stamp Duty 39.69 Chief Controlling Revenue Authority Employees State Insurance 29.00 High Court

I I. The Company has no accumulated losses as at March 3 1,2010 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

12. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

13. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

15. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.The investments in shares, securities, debentures etc. are held by the Company in its own name.

16. In our opinion, and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interest of the Company.

17. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

18. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on short-term basis have not been used for long-term investment.

19. 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 Act.

20. No security or charge has been created in respect of debentures issued.

21. The Company has not raised any money by public issues during the year.

22. During the course of our examination of the books 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 come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.



Camp: Gurgaon For R S Agarwala & Co. Date: 19th May 2010 Chartered Accountants Firms Regn. No. 304045E R S Agarwala Partner Membership No.F-5534

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