Auditor Report of RTCL Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Ind AS Financial Statements of RTCL LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the Cash Flow Statement and
Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of
the matter described in the Basis for Qualified Opinion paragraph above, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India,

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2024,

(b) in the case of the Statement of Profit and Loss and Comprehensive Income, of the Profit and including other

Comprehensive Income for the year ended on that date,

(c) in the case of Cash Flow Statement of cash flows for the year ended on that date and

(d) in the case of Statement of Change in Equity for the year ended on that date.

Qualified Opinion

1) As per Ind AS 109 "Financial Instruments" the investment in equity shares (other than subsidiary, associates and
joint ventures) are recognized at fair value through Profit and Loss Account or Fair Value through Other
Comprehensive Income, However, the company has recognized the Non-current Investments in equity shares
(other than subsidiary, associates and joint ventures) at Cost amounting Rs.1201.8 Lakhs as appearing in the
Standalone Ind As Balance Sheet as at March 31, 2024, and March 31, 2023 which constitutes a departure from
the AS-109 "Financial Instruments".

Therefore, financial impact on account of the difference between the fair value and the cost of Non-Current
investment in the "Non-Current Investment", "Other Equity" and "Other Comprehensive Income" and "Deferred
Tax" are not ascertainable. This matter was also reported in the previous year.

In view of the above our report is modified to the extent of differential amount between Cost value and Fair Value
which cannot be quantified in the absence of relevant information and data.

2) We Refer Note No. 11 under other notes in Notes to Accounts annexed with the financial statements for the year
ended March 31, 2024 wherein the total outstanding debtors for the year ended March 31, 2024 amounting to
Rs.40.92 lakhs include Rs.38.54 lakhs which are due for more than six months and no provision has been made
for the same in the Books of Accounts.

In view of the above our report is modified to the extent of Rs. 38.54 lakhs.

3) In accordance with the IND AS 10 "Events after the reporting period" the following matter needs to be reported
as it is a significant event occurring after the reporting period-

In the case of ''M/s Superior Fabrics PvtItd v/s M/s RTCL Ltd the arbitrator had passed the Award(order) vide
dated January 15, 2024 that claimant (i.e M/s Superior Fabrics Pvt td) is entitled for a sum of Rs. 67,81, 180 and
the company had filed the appeal for same in Hon''ble Delhi High Court against the order of arbitrator and the said
appeal in dismissed by the Hon''ble Delhi High court on dated April 15, 2024 and the company has informed that
they are in the process of filing an appeal in the Division Bench of the Hon''ble Delhi High Court.

Further the company had incurred an amount of Rs. 345,20,795 in the project which shown as Inventory and also
incurred an amount of Rs. 105,00,000 in the project for the Advances which is under dispute and we report that
no provision for the same has been accounted in the Financial Statement.

In view of the above facts and circumstances our report is modified to the extent of Rs. 4,50,20,795.

Basis for Opinion

We conducted our audit of the IndAs Standalone Financial Statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the independence requirements that are relevant to our audit of the standalone financial statements under
the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI''sCode of Ethics. 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.

Key Auditors Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.

Emphasis of Matter

a) Balance of Debtors, Creditors, Advances & Loans as on March 31, 2024 are subject to confirmation and
reconciliation consequential effect (if any) on the financial statement remains unascertained.

b) The inventory has been physically verified by the management and it being a technical matter we are unable to
comment upon the quantity, pricing and method being used for valuation of the Inventory and have relied upon the
value and quantity certified by the management.

c) We are unable to comment if the Property, Plant & Equipment has been physically verified by the management in
the said period. Accordingly, we are unable to comment upon the existence and method being used for valuation
of the fixed assets since no physical verification report produced to us and nor the method of verification was
produced.

Our opinion is not modified in respect of the above emphasis.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexure to
Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not
include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we
are required to report that fact. We have nothing to report in this regard.

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 and cash flows and changes in equity 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, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets
of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Standalone IndAS Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.

The Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Ind
AS Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Ind AS Standalone Financial Statements, including
the disclosures, and whether the standalone financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-"A" a statement on the
matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Change in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Standalone IndAS Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as
amended, except IndAs 109 referred above in our qualified opinion.

e) On the basis of written representations received from the directors as on 31 March 2024, taken on
record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024, from being
appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and
operating of such controls, refer to our separate report in Annexure "B".

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

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

i. The Company has no pending litigations, which may have impact on its financial position in its
standalone Ind AS financial statement as of March 31,2024; except as reported.

ii. The Company did not have any long term contracts including derivatives contracts and

iii. There were no amounts which are required to be transferred to Investor''s Education and Protection
Fund by the company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than

as disclosed in the notes to the account, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.(Refer Note 36(b)(i) to the Standalone financial
statements);

(b) The Management has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the account, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;(Refer
Note 36(b)(j) to the Standalone financial statements);

(c) Based on such audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11(e), as provided in (a) and (b)
above, contain any material misstatement.

v. Since the Company has not declared or paid any dividend during the year, the question of
commenting on whether dividend declared or paid is in accordance with Section 123 of the
Companies Act, 2013 does not arise.

vi. The accompanying standalone financial statement and based on our explanation which include
test check, the company in respect of financial year commencing on April 01, 2023 has used an
accounting software for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has been operated through out the year for all relevant
transactions recorded in software.

For Aggarwal & Rampal
Chartered Accountants
FR No. 003072N

Sd/-

Praveen Kumar Rampal
(Partner)

Membership No: 082226
UDIN:24082226BKEDQG8507
Place: New Delhi
Date: May 30, 2024

---

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i. The Company does not have any pending litigations, which may have any impact on its financial position in its financial statement as of March 31,2015;

ii. The Company did not have any long term contracts including derivatives contracts;

iii. There were no amounts which are required to be transferred to Investor's Education and Protection Fund by the company.

ANNEXURE REFERRED TO IN OUR INDEPENDENT AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2015, WE REPORT THAT:

1. In respect of fixed assets of the company:

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

b. The fixed assets have been physically verified by the management during the year in accordance with the regular program of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of inventory of the company:

a. As explained to us, the inventories of finished goods were physically verified at regular intervals by the Management.

b. In our opinion and according to the information and explanation, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. As informed to us, the central government has not prescribed maintenance of cost records under sub - section (1) of section 148 of the Act, in respect of the activities carried on by company.

7. In respect of statutory dues:

a. According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance (ESI), Income tax, Tax Deducted At Source, Tax Collected At Source, Professional Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, VAT, Cess and other material statutory dues in arrears / were outstanding as at March 31,2015.

c. According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

8. The company does not have accumulated losses at the end of financial year. The company has not incurred any Cash loss during the financial year covered by our Audit.

9. In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

10. According to the information and explanations given to us, the Company has given Corporate guarantee for loans taken by others from banks or financial institutions, as referred to in para number 28 of Notes to Accounts.

11. According to the information and explanations given to us, the term loans of the Company have been applied for the purpose for which they were raised.

12. To the best of our knowledge and according to the information and explanation given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the year.

For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered Accountants

Sd/- Virendra Kumar Goel Place: New Delhi Partner Date: May 30, 2015 Membership No.: 083705

---

Mar 31, 2014

We have audited the accompanying financial statements of RTCL Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Statement of Profi t and Loss of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifi ed 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 Profi t 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 Profi t and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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 disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS CONTAINED IN INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

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

(b) We have been informed that the fi xed assets of the company are physically verifi ed by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) During the year, the company has not disposed off substantial part fi xed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verifi ed during the year by the management, in our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation 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. No material discrepancies were noticed on physical verifi cation.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(e) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 925,000/-.

(f) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(g) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

(x) The company does not have accumulated losses at the end of the fi nancial year. The company has not incurred cash losses during the fi nancial year covered by the audit and in the immediately preceding fi nancial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any fi nancial institution or bank during the year, further, the company has not issued any debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefi t Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or fi nancial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

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

For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered Accountants

Sd/- VIRENDRA KUMAR GOEL, PARTNER Membership Number: 083705

Place: New Delhi Date: May 30th, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of RTCL Limited, ("the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the Statement of Profi t and Loss of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifi ed 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 Profi t 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 Profi t and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(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 disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS CONTAINED IN INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

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

(b) We have been informed that the fi xed assets of the company are physically verifi ed by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) During the year, the company has not disposed off substantial part fi xed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verifi ed during the year by the management, in our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation 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. No material discrepancies were noticed on physical verifi cation.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(e) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 925,000/-.

(f) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(g) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

(x) The company does not have accumulated losses at the end of the fi nancial year. The company has not incurred cash losses during the fi nancial year covered by the audit and in the immediately preceding fi nancial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any fi nancial institution or bank during the year, further, the company has not issued any debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefi t Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or fi nancial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

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

For Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL,

PARTNER

Membership Number: 083705

Place: New Delhi

Date: May 30th, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31, 2012, also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'order') 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, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

4. Further to our comments in the Annexure referred to 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 purposes 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 those books;

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

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to the para number 15 of the notes on accounts regarding non-consolidation of books of accounts in the last financial year as per AS-21 issued by The ICAI;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

(a) In the cases of the Balance Sheet, of the state of affairs of the company as at March 31, 2012;

(b) In the case of the Profit and Loss Account, of the profit 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 REFERRED TO IN PARAGRAPH 3 OF AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012

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

(b) We have been informed that the fixed assets of the company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part fixed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verified during the year by the management, in our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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. No material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(b) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 9,25,000/- (Rupees Nine Lacs Twenty Five Thousand Only).

(c) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(d) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) As at March 31, 2012, according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of Amount Period to which the Forum where dispute statute The Dues (Rupees In Lakh) amount relates pending.

12.63 Income Tax (Actual Demand was Rs. 21.63 Assessment Year Hon'ble High Court, Delhi Act, 1961 Lakh and Rs. 9 Lakh has already 2002-2003 been deposited.)

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank during the year, further, the company has not issued any debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

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

For Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL,

PARTNER

Membership Number: 083705

Place: New Delhi

Date: May 30th, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31, 2011, also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'order') 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 ac- cording to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

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

d. In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 19560n the basis of written representations received from the directors, as on March 31, 2011 and taken on records by the Board of Directors, we report that none of the directors in disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

e. In our opinion and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

I. In the cases of the Balance Sheet, of the state of affairs of the company as at March 31, 2011;

II. In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011

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

(b) We have been informed that the fixed assets of the company are physically verified by the management ac- cording to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part fixed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verified during the year by the management, in our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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. No material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(b) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 1,135,000/-.

(c) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(d) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209( 1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable

(c) As at March 31, 2011, according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of Amount (Rupees In Lakh) Period to which the Forum where dispute statute The Dues amount relates pending.

12.63 Income Tax Income Tax (Actual Demand was Rs. 21.63 Assessment Year

Act, 1961 Lakh and Hon'ble High Court, Delhi Rs. 9 Lakh has already 2002-2003

been deposited.)

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank during the year, further, the company has not issued any debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, deben- tures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or re- ported during the course of our audit.

For Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL

Partner

Membership Number: 083705

Place: New Delhi

Date: May 30, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31,2010, also the Profit and Loss Account and Cash Flow Statement for the year ended en that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order 2003. as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together theorder) 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 ac- cording to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were neces- sary for the purposes of our audit:

(i) 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;

(iii) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agree- ment with the books of account;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956 . subject to the para number 15 of the notes on accounts regarding non-consolidation of books of accounts in the last financial year as per AS-21 issued by The ICAI;

(v) On the basis of written representations received from the directors, as on March 31,2010 and taken on records by the Board of Directors, we re port that none of the directors in disqualified as on March 31,2010 from being ap- pointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956:

(vi) In our opinion and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the CompaniesAct. 1956. in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

(a) In the cases of the Balance Sheet, of the state of affairs of the company as at March 31,2010;

(b) In the case of the Profit and Loss Account, of the profit 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 REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2010

(i)
(b) We have been informed that the fixed assets of the company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reason- able having regard to the sizeof the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off fixed assets having the book value of Rs. 10,552,342.81. This has not effected the going concern assumption.

(d) (a) The inventory of the company has been physically verified during the year by the management, in our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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.


(ii)




There is adequate internaI control system commensurate wit h toe size of the company and the nature of its busi- ness with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us. we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act. 1956 have been entered in the register required to be maintained under that section.


(vi) The Company has not accepted any deposits from the public within the meaning of section 58Aand 58AA of The Com- panies Act, 1956 and the rules framed there under.


(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1} (d) of The Companies Act, 1956 for any of its product.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted au- diting practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees State insurance dues. Investor Education and Protection Fund, income Tax, Wealth Tax, Custom Duty. Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund. Employees State insurance dues. Investor Education and Protection Fund, Income Tax. Wealth Tax, Cus- tom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable

(c) As at March 31,2010. according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax. Sales Tax, Wealth Tax. Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of The Dues Amount (Rupees In statute Lakh)

Income Income Tax 12.63 Tax Act. 1961 (Actual Demand was Rs. 21.63 Lakh and Rs. 9 Lakh has already been deposited.)



Name of the statue Period to which Forum where dispute the amount relates pending.

Income Tax Act. 1961 Assessment Year Honble High Court, 2002-2003 Delhi

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank or to debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any speciaI statute applicable to Chit Fund/ Nidhi/ MutuaI Benefit Fund/ Society are not applicable to it.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name.

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

(xvi) According to the information and explanation given to us. the company has not taken term loan, so this clause is not applicable to it.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, 1956.

(xix) According to the information and explanations given to us, during the period covered by out audit report, the company had not issued any debentures and has not created any security in respect of debentures.

(xx) According to the information and explanations given to us,during the year the company has not raisedany money from the public issue.

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

For Kumar Piyush & Co. Chartered Accountants

VIRENDRA KUMAR GOEL

Partner

Membership Number: 003705

Firm Registration No.: 005120N

Place: New Delhi Date : May 29, 2010