Auditor Report of TCM Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of TCM Limited (‘Company’),
which comprise the standalone balance sheet as at 31 March 2025, and the standalone statement of
profit and loss (including other comprehensive income), standalone statement of changes in equity and
the statement of cash flows for the year then ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as ‘the standalone financial statements’).

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 Companies Act,
2013 (‘Act’) in the manner so required and give a true and fair view, in conformity with the accounting
principles generally accepted in India, including the Indian Accounting Standards prescribed under
section 133 of the Act, of the state of affairs of the Company as at 31 March 2025, and its profit, changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Act. 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 ethical requirements that are relevant to our audit
of the standalone financial statements in terms of the Code of Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI’) and the relevant provisions of the Act and the rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Key Audit 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.

The Key Audit Matter	How the matter was addressed in our audit
Revenue is recognised when the performance obligation is satisfied at a point in time by the Company by transferring the underlying products and services to the customer. Revenue is measured based on transaction price, which is consideration, after deduction of discounts.	Our audit procedures included: • Assessing the Company’s revenue recognition accounting policies for compliance with Ind AS; • Testing the design, implementation and operating effectiveness of the Company’s internal controls on recording revenue.

Due to the Company’s sales under various	• Testing the controls around the timely and
contractual terms and across locations,	accurate recording of sales transactions. In
delivery to customers in different regions might take	addition, we tested the terms and conditions
different time periods and may result in undelivered goods or services at the period end.	set out in the sales contracts;
We consider there to be a risk of misstatement	• Performing testing on selected samples of
of the financial statements related to transactions	revenue transactions recorded throughout
occurring close to the year end, as transactions	the year and at the year end and checking
could be recorded in the incorrect financial period	delivery documents and customer purchase
(cut-off risk).	orders (as applicable);
There is also a risk of revenue being overstated	• Assessing high risk manual journals posted
due to fraud through booking fictitious sales	to revenue to identify any unusual items.
resulting from pressure on the Company to achieve performance targets during the year as well as at the reporting period end. Accordingly, revenue recognition is a key audit matter	• Assessing and testing the adequacy and completeness of the Company’s disclosures in respect of revenue from operations.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s Annual Report, but does not include
the standalone financial statements and our auditor’s report thereon.The annual report is to be made
available to us after the date of the auditor’s report. 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 identified above, when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with governance and
take necessary actions, as applicable under the relevant laws and regulations.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Company’s Board of
Directors. The Company’s Management and Board of Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the preparation and presentation of these standalone
financial statements that give a true and fair view of the financial position and financial performance
of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards prescribed under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting 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 ofthe accounting records, relevant to the preparation andpresentation ofthe standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the standalone financial statements, the Management and Board of Directors are
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 Board of
Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but
to do so. The Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing, 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 control 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 with reference to financial statements 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 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; and

• Evaluate the overall presentation, structure and content of the 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.

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 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 information.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“Order”) issued by the Central
Government in terms of section 143 (11) 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, based on our audit, 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 of the accompanying
standalone financial statements;

(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 standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards prescribed under section 133 of the Act;

(e) on the basis of the written representations received from the directors of the Company as on
31 March 2025 and taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2)
of the Act; and

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

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

i. the Company did not have pending litigations which could impact its financial
position as at 31 March 2025;

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

iii. there were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year ended 31 March 2025;

(a) The management has represented that, to the best of it’s knowledge and belief, 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 persons or
entities, 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
(“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of it’s knowledge and belief, no funds
have been received by the Company from any persons or entities, 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 (“Ultimate Beneficiaries”) by or
on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused them to believe that the
representations under sub-clause (a) and (b) contain any material mis-statement;

iv. The Company has not declared or paid any dividend during the year.

v. In our opinion and according to the information and explanation given to us, the Company has
enabled the feature of recording audit trial (edit log) in its accounting software envisaged in the
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and the edit log has been effective
throughout the year. The Company has maintained the backup of audit trail for the financial year
ended 31 March 2024.

(h) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

i. In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions of
Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required to be commented upon by us.

For S G M & Associates LLP

Chartered Accountants
(LLP Reg. No. S200058)
Sd/-

Hemanth M Kumar

Partner

(Membership No.: 216251)

Bengaluru, 29 May 2025

UDIN: 25216251BMKXIR7598

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of TCM Limited (‘the Company’), which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and the statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the standalone financial statements’).

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 Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under section 133 of the Act, of the state of affairs of the Company as at 31 March 2024, and its profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 ethical requirements that are relevant to our audit of the standalone financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) and the relevant provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit 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.

The Key Audit Matter	How the matter was addressed in our audit
Revenue is recognised when the performance obligation is satisfied at a point in time by the Company by transferring the underlying products and services to the customer. Revenue is measured based on transaction price, which is consideration, after deduction of discounts.	Our audit procedures included: • Assessing the Company’s revenue recognition accounting policies for compliance with Ind AS; • Testing the design, implementation and operating effectiveness of the Company’s internal controls on recording revenue.

Due to the Company’s sales under various con-	• Testing the controls around the timely and
tractual terms and across locations, delivery to	accurate recording of sales transactions. In
customers in different regions might take differ-	addition, we tested the terms and conditions
ent time periods and may result in undelivered goods or services at the period end.	set out in the sales contracts;
We consider there to be a risk of misstatement	• Performing testing on selected samples of
of the financial statements related to transactions	revenue transactions recorded throughout
occurring close to the year end, as transactions	the year and at the year end and checking
could be recorded in the incorrect financial period	delivery documents and customer purchase
(cut-off risk).	orders (as applicable);
There is also a risk of revenue being overstated	• Assessing high risk manual journals posted
due to fraud through booking fictitious sales	to revenue to identify any unusual items.
resulting from pressure on the Company to achieve performance targets during the year as well as at the reporting period end. Accordingly, revenue recognition is a key audit matter	• Assessing and testing the adequacy and completeness ofthe Company’s disclosures in respect of revenue from operations.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The annual report is to be made available to us after the date of the auditor’s report. 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 identified above, when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material misstatement there in, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are 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

Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 Standards on Auditing 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 standalone financial statements.

As part of an audit in accordance with Standards on Auditing, 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 control 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 with reference to financial statements 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 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; and

• Evaluate the overall presentation, structure and content of the 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.

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 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 information.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central

Government in terms of section 143 (11) 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, based on our audit, 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 of the accompanying standalone financial statements;

(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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act;

(e) on the basis of the written representations received from the directors of the Company as on 31 March 2024 and 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; and

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

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

i. the Company did not have pending litigations which could impact its financial position as at 31 March 2024;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

(a) The management has represented that, to the best of it’s knowledge and belief, 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 persons or entities, 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 (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of it’s knowledge and belief, no funds have been received by the Company from any persons or entities, 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (a) and (b) contain any material mis-statement;

v. The Company has not declared or paid any dividend during the year.

vi. In our opinion and according to the information and explanation given to us, the Company has enabled the feature of recording audit trial (edit log) in its accounting software envisaged in the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and the edit log has been effective throughout the year.

(h) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

i. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For S G M & Associates LLP

Chartered Accountants (LLP Reg. No. S200058) Sd/-

Hemanth M Kumar

Partner

(Membership No.: 216251)

Bengaluru, 27 May 2024

UDIN: 24216251BKBHHJ4454

---

Mar 31, 2016

To the Members of TCM Limited, (CIN: L24299KL1943PLC001192) 54/555,Elenjickal, MLRWLA 21,

Muttathil Lane, Kadavanthara, Cochin - 682020

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of TCM Ltd ( “the company”) which comprise the Balance Sheet as at 31st March, 2016, Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation 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 of 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.

Auditors’ Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section of 143 (10) of the Act . Those Standards require that we comply with the 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 the internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i. All creditors and debtors are subject to confirmation; we are unable to report upon its financial implication on the financial statements under audit.

ii. None of the underlying documents in support of the investments as per the financial statements were made available for our verification except Equity Shares in Shamrao Vithal Co-op Bank Ltd for Rs. 50,000/-. Hence we are unable to express an opinion on the valuation and existence of those investments as on 31st March 2016

iii. Point No. III to the Additional Disclosures and Explanatory Notes regarding excess land.

iv. Non confirmation of deposits asperpoint no. VII to the Additional Disclosures and Explanatory Notes.

v. Non confirmation of balances with banks as per point no. VIII to the Additional Disclosures and Explanatory Notes.

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;

b. in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

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, we give in the “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order, to the extend applicable.

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

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

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

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

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

e. On the basis of the written representations received from the directors as on 31^st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016 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 Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’; and With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has some pending litigations which would impact its financial position, the details of the same are attached with the financial statements in Note No.15A, Contingent Liabilities.

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

iii. There were some amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, the details are as follows,

Sl. No	Nature of Dues	Amount	Related Period
1	Unpaid Debenture and Interest on unpaid debenture	60,620/-	1992-93
2	Unpaid Matured Deposits	15,000/-	1992-93

Annexure - A to the Independent Auditors Report of TCM Limited, (CIN: L24299KL1943PLC001192) 54/555,Elenjickal, MLRWLA 21, Muttathil Lane, Kadavanthara, Cochin - 682020 referred to in Paragraph 3 of CARO, 2016

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

b. The Management informed us that all the fixed assets have been physically verified by the Management during the period and no serious discrepancies between book records and physical assets have been noticed. In our opinion, the frequency of verification is reasonable.

c. As per the explanation and verification of documents we found that the title deeds of all the immovable properties are held in the name of the Company

2. Physical verification of inventory is being made by the management on an ongoing basis. The company maintains proper records of inventory and no discrepancy were noticed during physical verification of inventory during the period under audit.

3. According to the information and explanation given to us and on the verification of books of accounts, we are of the opinion that the company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register required to be maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanation given to us the company has neither made any investments nor given any loan, guarantee or security, which has to comply with provisions of section 185 and 186 of the Companies Act, 2013.

5. The company has not accepted any deposit from the public during the period under audit.

6. The maintenance of cost records is not applicable to the company as the Turnover is less than the limit mentioned in the Companies (Cost Records and Audit) Rules 2014.

7. According to the information given to us by the Management and on the basis of our verification of the books and accounts and other records of the company, the company is irregular in depositing undisputed statutory dues. The following expenses have been outstanding for more than 6 months as at the end of financial year 2015-2016

Sl. No	Name of the Statute/ Department	Nature of Dues	Amount	Period to which amount relates
1	Tamilnadu General Sales Tax Act	AST Payable	11,822.00	2004-05
2	Central Excise Act	Excise Duty	2,82,705.00	2004-05
3	Income Tax Department	TDS Contractors	18,566.00	2004-05

4	Income Tax Department	Income Tax	13,633.00	2004-05
5	LIC Department	LIC Premium of Employees	1,48,181.00	2004-05
6	Postal Department	RD Collected from Employees	4,650.00	2004-05
7	Ministry Of Corporate Affairs ( Investor Education Protection Fund)	Unpaid Debenture and interest on unpaid debenture	60,620.00	1992-93
8	Income Tax Department	TDS Payable	1,920.00	2010-11
9	Income Tax Department	TDS Payable	1,92,648.00	2011-12
10	Employees State Insurance Department	ESI collected from employees and employer’s portion	4,05,211.00	2010-11
11	Provident Fund Department	PF collected from employees and employer’s portion	15,19,611.00	2010-11
12	Gonur Panchayath — Tamilnadu	Panchayath License fee	2,28,852.00	2011-12
13	Ministry Of Corporate Affairs ( Investor Education Protection Fund)	Unpaid Matured Deposits	15,000.00	1992-93
14	Income Tax Department	Income Tax	90,37,852.00	1995-96
15	Income Tax Department	Income Tax	27,45,136.00	1996-97

8. The company has not taken any loans/issued any debentures from banks/financial institutions/debenture holders, therefore question regarding default in payment of dues to banks / financial institutions/ debenture holders does not arise.

9. The company has not raised any moneys by way of initial public offer or further public offer and term loans during the year under audit, therefore the question regarding its application does not have any relevance.

10. On the basis of our verification of books of accounts and other records, we are of the opinion that no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the period under audit.

11. The company has not paid or provided any managerial remuneration during the period under audit, hence the provisions U/s 197 of The Companies Act, 2013 has not applicable to the Company.

12. The Company is not a Nidhi Company; hence the said clause has no relevance.

13. The company has disclosed all such related party transaction in the financial statement by way of notes in the Additional disclosures and explanatory statements in compliance with section 177 and 188 of the Companies Act 2013 and as required by applicable Accounting standard.

14. According to the information and explanation given to us and based on our examination of books and accounts, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under audit.

15. According to the information and explanation given to us and based on our examination of books and accounts, the company has not entered any non- cash transactions with any of the directors of the Company or persons connected with him during the period under audit.

16. The company is not required to get registered under section 45-1A of the Reserve Bank of India Act, 1934.

Annexure “B” to the Independent Auditors’ Report of TCM Limited, (CIN: L24299KL1943PLC001192) 54/555,Elenjickal, MLRWLA 21, Muttathil Lane, Kadavanthara, Cochin - 682020

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of TCM Limited, (CIN: L24299KL1943PLC001192) (“the Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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 (the ‘Standards’) 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. 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 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 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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 over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, 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 issued by the ICAI.

Ernakulam

30-05-2016

FOR VBSK & COMPANY Suresh.G

Chartered Accountants Partner (M No. 210211)

(FRN 010779S)

---

Mar 31, 2015

We have audited the accompanying standalone fnancial statements of TCM Ltd ( "the company") which comprise the Balance Sheet as at 31st March, 2015, Statement of Proft and Loss, Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these standalone fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifed 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 of 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 fnancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fnancial 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 standalone fnancial 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 specifed under Section of the Act 143 (10) . Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal fnancial control relevant to the Company's preparation of the fnancial 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 fnancial controls system over fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial 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, subject to the following

i. All creditors and debtors are subject to confrmation; we are unable to report upon its fnancial implication on the fnancial statements under audit.

ii. None of the underlying documents in support of the investments as per the fnancial statements were made available for our verif cation except Equity Shares in Shamrao Vithal Co-op Bank Ltdfor Rs. 50,000/-. Hence we are unable to express an opinion on the valuation and existence of those investments as on 31st March 2015

iii. Point No. III to the Additional Disclosures and Explanatory Notes regarding excess land.

iv. Non confrmation of depositsas perpointno.VIIto the Additional Disclosures andExplanatory Notes.

v. Non confrmation of balances with banks as per point no. VIII to the Additional Disclosures and Explanatory Notes.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(b) in the case of the Statement of Proft and Loss, of the loss of the Company for the year ended on that date, and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

(c) The Balance Sheet, Statement of Proft 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 standalone fnancial statements, comply with the Accounting Standards specifed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has some pending litigations which would impact its fnancial position, the details of the same are attached with the fnancial statements in Note No.15A, Contingent Liabilities.

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

iii. There were some amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, the details are as follows,

Sl. No Nature of Dues Amount Related Period

1 Unpaid Debenture and Interest on unpaid 60,620/- 1992-93 debenture

2 Unpaid Matured Deposits 15,000/- 1992-93

Annexure referred to in Paragraph 3 of CARO,2015

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

(b) The Management informed us that all the fxed assets have been physically verifed by the Management during the period and no serious discrepancies between book records and physical assets have been noticed.

2)(a) Physical verifcation of inventory is being made by the management on an ongoing basis

(b) The procedure of physical verifcation is reasonable and adequate in relation to size and nature of the business of the company.

(c) The company maintains proper records of inventory and no discrepancy were noticed during physical verifcation of inventory during the period under audit.

3) According to information and explanation given by the management of the company, the company has not granted any loan secured or unsecured during the period under audit as per the register maintained under section 189 of The Companies Act, 2013.

4) In our opinion there exist adequate internal control commensurate with size of the company and nature of its business in regard to purchase of inventory and fxed assets and sale of goods. Further, it is informed by the Management that there is no continuing failure to correct major weakness in the internal control system.

5) The company has not accepted any deposit from the public during the period under audit.

6) The maintenance of cost records is not applicable to the company as the Turnover is less than the limit mentioned in the Companies (Cost Records and Audit) Rules 2014 .

7) According to the information given to us and on the basis of our verifcation of the books and accounts and other records of the company, the company is irregular in depositing undisputed statutory dues. The following expenses have been outstanding for more than 6 months as at the end of fnancial year 2014-2015

Name of the Statute/ Sl. No Nature of Dues Department

1 Tamilnadu General Sales Tax AST Payable Act

2 Central Excise Act Excise Duty

3 Income Tax Department TDS Contractors

4 Income Tax Department Income Tax

5 LIC Department LIC Premium of Employees

6 Postal Department RD Collected from Employees

7 Ministry Of Corporate Unpaid Debenture Affairs ( Investor Education and interest on Protection Fund) unpaid debenture

8 Income Tax Department TDS Payable

9 Income Tax Department TDS Payable

10 Employees State Insurance ESI collected from Department employees and employer's portion

11 Provident Fund Department PF collected from employees and employer's portion

12 Gonur Panchayath - Panchayath Licence Tamilnadu fee

13 Ministry Of Corporate Unpaid Matured Affairs ( Investor Education Deposits Protection Fund)

14 Income Tax Department Income Tax

15 Income Tax Department Income Tax

Sl.Name of the Statute/ Period No. to which Amount amount relates

1. Taminadu Central sales 11,822.00 2004-05 Tax Act

2. Central excise Act 2,82,705.00 2004-05

3. Income Tax Department 18,566.00 2004-05

4. Income Tax department 13,633.00 2004-05

5. LIC Department 1,48,181.00 2004-05

6. Postal Department 4,650.00 2004-05

7. Ministryof Corporate 60,620.00 1992-93 Affair(Investor Education Protection)

8. Incom Tax Department 1,920.00 2010-11

9. Income Tax Department 1,92,648.00 2011-12

10.Employee State Insurence 4,05,211.00 2010-11 Department

11.Provident Fund Department 15,19,611.00 2010-11

12.Gonur Panchayath- 2,28,852.00 2011-12 Tamilnadu

13.Ministry Of Corporae 15,000.00 1992-93 Affair(Investor Education Protection Fund)

14.Income Tax Department 90,37,852.00 1995-96

15.Income Tax Department 27,45,136.00 1996-97

8) There is erosion in the net worth of the company for a sum exceeding 50% of the paid up share capital and free reserves as at 31st March, 2015, and the company has incurred a cash loss in the immediately preceding fnancial year.

9) The company has not taken any loans/issued any debentures from banks/fnancial institutions/debenture holders, therefore question regarding default in payment of dues to banks / fnancial institutions/ debenture holders does not arise.

10) The company has not given any guarantee for loans taken by others from bank or fnancial institution during the period under audit, therefore the question of any prejudice to the members of the company does not arise.

11) The company has not taken any term loan during the period under audit.

12) According to information and explanation given to us and audit procedures performed by us, no fraud or discrepancy on or by the company has been noticed or reported during the year under audit.

Ernakulam

30-05-2015

FOR VBSK & COMPANY

Chartered Accountants

(FRN 010779S)

FOR VBSK & COMPANY

Chartered Accountants

(FRN 010779S)

Suresh.G

Partner (M No. 210211)

---

Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

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 the 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 the internal control relevant to the Company''s preparation 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 the 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 subject to the following points,

i. All creditors and debtors are subject to confirmation; we are unable to report upon its financial implication on the financial statements under audit.

ii. None of the underlying documents in support of the investments as per the financial statements were made available for our verification except Equity Shares

(a) Shamrao Vithal Co-op Bank Ltd, (b) Orient Bell Limited, (c) Imkemex India Pvt Ltd. Hence we are unable to express an opinion on the valuation and existence of those investments as on 31st March 2014

iii. Point No. 4 to the Additional Disclosures regarding excess land.

iv. Non confirmation of deposits as per point no.ll to the Additional Disclosures.

v. Non confirmation of balances with banks as per point no.I2 to the Additional Disclosures.

(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/Loss, of the loss of the Company for the year ended on that date, and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and Statement of Profit/Loss and Cash Flow Statement, dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit/Loss and Cash Flow Statement, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, except AS- 28 on Impairment of Assets andAS-15on

Employee Benefits.

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

Annexure referred to Audit Report.

1) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The Management informed us that, all the fixed assets have been physically verified by the Management during the period and no serious discrepancies between book records and physical assets have been noticed. Further regarding substantial disposal of assets it is informed by the Management and on our verification it is found that no substantial disposal of assets has taken place during the period under audit which would affect the sub stratum of the company as a going concern.

2) Physical verification of inventory is being made by the management on an ongoing basis and the procedure of physical verification is reasonable and adequate in relation to size and nature of the business of the company. The company maintains proper records of inventory and no discrepancy were noticed during physical verification of inventory during the period under audit.

3) According to information and explanation given by the management of the company, the company has neither granted nor taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under section 301, except unsecured interest free loan from the Managing Director ( Rs.32,98,400/-). The outstanding balance of loan from directors as on 31-03-2014 was Rs.4,59,09,408/-

4) In our opinion, there exist adequate internal control system commensurate with size of the company and nature of its business for the purchase of inventory, fixed assets and sale of goods. Further we are of the opinion that there is no failure on the part of the company to correct any major weakness in the internal control in regard to purchase of inventory, fixed assets and sale of goods.

5) It is informed by the management that no contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in to by the company during the period under audit, as such recording the particulars thereof is not applicable

6) The company has not accepted any deposit from the public during the period under audit

7) The company has no internal audit system commensurate with the size of the company and nature of its business.

8) Though maintenance of cost accounting records is applicable to the company, yet the same is not maintained at the premise of the company. According to the information made available to us, the company has made an application to the Ministry of Corporate affairs asking for waiver of such requirement for financial years 2004-05 to 2007-2008, since the company was under BIFR net. However no such request is pending for the year 2013-2014, the year under audit.

9) According to the information given to us and on the basis of our verification

of the books and accounts and other records of the company, the company is irregular in depositing undisputed statutory dues. The following expenses have been outstanding for more than 6 months as at the end of financial year 2013- 2014.

Name of the Statute / Department Nature of Dues Amount Period to which amount relates

Tamilnadu General Sales Tax Act AST Payable 11,822.00 2004-05

Central Excise Act Excise Duty 2,82,705.00 2004-05

Income Tax Department TDS Contractors 18,566.00 2004-05

Income Tax Department Income Tax 13,633.00 2004-05

LIC Department LIC Premium of 1,48,181.66 2004-05 Employees

Postal Department RD Collected from 4,650.00 2004-05 Employees

Ministry Of Corporate Unpaid Debenture 60,620.00 1992-93 Affairs (Investor Education and interest on Protection Fund) unpaid debenture

Income Tax Department TDS Payable 1,920.00 2010-11

Income Tax Department TDS Payable 1,92,648.00 2011-12

Employees State Insurance ESI collected from 4,05,211.00 2010-11 Department employees and employer''s portion

Provident Fund Department PF collected from 15,19,611.00 2010-11 employees and employer''s portion

Gonur Panchayath — Panchayath Licence 2,28,852.00 2011-12 Tamilnadu fee

Ministry Of Corporate Unpaid Matured 15,000.00 1992-93 Affairs (Investor Education Deposits Protection Fund)

Income Tax Department Income Tax 90,37,852.00 1995-96

Income Tax Department Income Tax 27,45,136.00 1996-97

10) The Accumulated losses at the end of the financial year are more than 50% of the net worth of the company. The company has incurred cash loss during the financial year ended 31st March 2014 and in the immediately preceding financial year. There is erosion in the net worth of the company for a sum exceeding 50% of the paid up share capital and free reserves as at 31st March, 2014.

11) The company has not defaulted in payment of dues to banks / financial institutions/ debenture holders during the period under audit.

12) The company has not granted any loan/advance against security of pledge of shares, debentures and other securities.

13) The company is not a chit fund/nidhi/mutual benefit fund/society

14) The company is not dealing/ trading in shares, securities, debentures and other investments

15) The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year under audit.

16) The company has not taken any term loan during the period under audit.

17) It is informed by the Management that the funds raised on short-term basis have not been used for long-term investments.

18) The company has not made any preferential issue of shares during the period under audit to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the period under audit therefore the question of creation of security or charges do not arise.

20) The company has not made any public issue during the year under audit hence the question of disclosing the end-use of those funds does not arise.

21) According to information and explanation given to us and audit procedures performed by us, no fraud or discrepancy on or by the company has been noticed or reported during the year under audit.

FOR VBSK & COMPANY Chartered Accountants (FRN 010779S) Place: Ernakulam Suresh. G Date: 30.05.2014 Partner (M No. 210211)

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TCM Limited which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit/Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

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 the 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 the 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 the 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 conformity7 with the accounting principles generally accepted in India subject to the following points,

i. All creditors and debtors are subject to confirmation; we are unable to report upon its financial implication on the financial statements under audit,

ii. None of the underlying documents in support of the investments as per the financial statements were made available for our verification except Equity Shares in Shamrao Vithal Co-op Hank Ltd for Rs. 50,000/ Hence we are unable to express an opinion on the valuation and existence of those investments as on 31st March 2013

iii. Point No. 4 to the Additional Disclosures regarding excess land.

iv. Non confirmation of deposits as per point no. 11 to the Additional Disclosures.

v. Non confirmation of, balances mth banks as per point no. 12 to the Additional Disclosures.

(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/Loss, of the loss of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and Statement of Profit/Loss and Cash Flow Statement, dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit/Loss and Cash Flow Statement, comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Act, except AS-28 on Impairment of assets and AS-15 on employee Benefits.

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

1) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The Management informed us that, all the fixed assets have been physically verified by the Management during the period and no serious discrepancies between book records and physical assets have been noticed. Further regarding substantial disposal of assets it is informed by the Management and on our verification it is found that no substantial disposal of assets has taken place during the period under audit which would affect the sub stratum of the company as a going concern.

2) Physical verification of inventory is being made by the management on an ongoing basis and the procedure of physical verification is reasonable and adequate in relation to size and nature of the business of the company. The company maintains proper records of inventory and no discrepancy were noticed during physical verification of inventory during the period under audit.

3) According to information and explanation given by the management of the company, the company has neither granted nor taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under section 301, except unsecured interest free loan from the Managing Director ( Rs.49,00,000/-) and a Director (Rs. 1,00,000/-.)

4) In our opinion, there exist adequate internal control system commensurate with size of the company and nature of its business for the purchase of inventory, fixed assets and sale of goods. Further we are of the opinion that there is no failure on the part of the company to correct any major weakness in the internal control in regard to purchase of inventory, fixed assets and sale of goods.

5) It is informed by the management that no contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in to by the company during the period under audit, as such recording the particulars thereof is not applicable

6) The company has not accepted any deposit from the public during the period under audit

7) The company has no internal audit system commensurate with the size of the company and nature of its business.

8) Though maintenance of cost accounting records is applicable to the company, yet the same is not maintained at the premise of the company. According to the information made available to us, the company has made an application to the Ministry of Corporate affairs asking for waiver of such requirement for financial years 2004-05 to 2007-2008, since the company was under BIFR net. However no such request is pending for the year 2012-2013, the year under audit.

9) According to the information given to us and on the basis of our verification of the books and accounts and other records of the company, the company is irregular in depositing undisputed statutory dues. The following expenses have been outstanding for more than 6 months as at the end of financial year 2012-2013.

10) The Accumulated losses at the end of the financial year are more than 50% of the net worth of the company. The company has incurred cash loss during the financial year ended 31st March 2013 and in the immediately preceding financial year. There is erosion in the net worth of the company for a sum exceeding 50% of the paid up share capital and free reserves as at 31st March, 2013.

11) The company has not defaulted in payment of dues to banks / financial institutions/ debenture holders during the period under audit.

12) The company has not granted any loan/advance against security of pledge of shares, debentures and other securities. .

13) The company is not a chit fund/nidhi/mutual benefit fund/society

14) The company is not dealing/ trading in shares, securities, debentures and other investments

15) The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year under audit.

16) The company has not taken any term loan during the period under audit.

17) It is informed by the Management that the funds raised on short-term basis have not been used for long-term investments.

18) The company has not made any preferential issue of shares during the period under audit to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the period under audit therefore the question of creation of security or charges do not arise.

20) The company has not made any public issue during the year under audit hence the question of disclosing the end-use of those funds does not arise.

21) According to information and explanation given to us and audit procedures performed by us, no fraud or discrepancy on or by the company has been noticed or reported during the year under audit.

Ernakulam

31-05-2013

FOR VBSK & COMPANY

Chartered Accountants

(FRN 010779S)

Suresh.G

Partner (M No. 210211)

---

Mar 31, 2012

We have audited the attached Balance sheet of TCM Limited as at 31st March 2012 and the Statement of Profit / Loss account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statements. 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 provide a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraph 4 and 5 of the said Order.

1) Further to our comments in the Annexure referred to in the paragraph (1) above and subject to the following qualifications,

I. All creditors and debtors are subject to confirmation, we are unable to report upon its financial implication on the financial statements under audit.

ii. None of the underlying documents in support of the investments as per the financial statements were made available for our verification except Equity Shares in Shamrao Vithal Co-op Bank Ltd for Rs. 50,000/-. Hence we are unable to express an opinion on the valuation and existence of those investments as on 31" March 2012

iii. Point No. 4 to the Additional Disclosures regarding excess land.

iv. Non confirmation of deposits as per point no. 11 to the Additional Disclosures.

v. Non confirmation of balances with banks as per point no. 12 to the Additional Disclosures.

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, the Company has kept proper books of accounts as required by the law so far as appears from our examination of those books of accounts.

c) The Balance sheet and the Statement of Profit / Loss, dealt with by this report are in agreement of the books of accounts.

d) In our opinion, the Balance sheet and the Statement of Profit / Loss comply with the Accounting Standard referred to in sub-section 3C of section 211 of the Companies Act, 1956, except Accounting Standard 28 on Impairment of Assets and Accounting Standard 15 on Employee Benefits

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the additional disclosures 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.

1) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012.

ii) In the case of Statement of Profit/ Loss, of the loss of the Company for the year ended on that date.

2) On the basis of representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors of the Company, We report that none of the Directors is disqualified from being appointed as Directors under Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in Paragraph

1) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The Management informed us that, all the fixed assets have been physically verified by the Management during the period and no serious discrepancies between book records and physicai assets have been noticed. Further regarding substantial disposal of assets it is informed by the Management and on our verification it is found that no substantial disposal of assets has taken place during the period under audit which would affect the sub stratum of the company as a going concern.

2) Physical verification of inventory is being made by the management on an ongoing basis and the procedure of physical verification is reasonable and adequate in relation to size and nature of the business of the company. The company maintains proper records of inventory and no discrepancy were noticed during physical verification of inventory during the period under audit.

3) According to information and explanation given by the management of the company, the company has neither granted nor taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under section 301, except unsecured interest free loan from the Managing Director ( Rs.52,33,000/-) .

4) In our opinion, there exist adequate internal control system commensurate with size of the company and nature of its business for the purchase of inventory, fixed assets and sale of goods. Further we are of the opinion that there is no failure on the part of the company to correct any major weakness in the internal control in regard to purchase of inventory, fixed assets and sale of goods.

5) It is informed by the management that no contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in to by the company during the period under audit, as such recording the particulars thereof is not applicable '

6) The company has not accepted any deposit from the public during the period under audit

7) The company has no internal audit system commensurate with the size of the company and nature of its business. .

8) Though maintenance of cost accounting records is applicable to the company, yet the same is not maintained at the premise of the company. According to the information made available to us, the company has made an application to the Ministry of Corporate affairs asking for waiver of such requirement for financial years 2004-05 to 2007-2008, since the company was under BIFR net. However no such request is pending for the year 2011-2012, the year under audit.

9) According to the information given to us and on the basis of our verification of the books and accounts and other records of the company, the company is irregular in depositing undisputed statutory dues. The following expenses have been outstanding for more than 6 months as at the end of financial year 2011-2012.

Period to SN Name of the Statute Nature of Dues Amount amount relates.

1 Tamilnadu General AST Payable 11,821.50 2004-05 Sales Tax Act

2 Central Excise Act Excise Duty 2,82,705.00 2004-05

3 Income Tax TDS 32,199.00 2004-05

4 LIC Department LIC Premium 1,48,181.66 2004-05 of Employees

5 Postal Department RD Collected from 4,650.00 2004-05 Employees

6 Ministry Of Corporate Affairs Unpaid Debenture 60,620.00 1992-93

(Investor Education and interest on unpaid Protection Fund) debenture

7 Income Tax Department TDS Payable 1,920.00 2010-11

8 Income Tax Department TDS Payable 56,700.00 2011-12

9 Employees State ESI collected from 4,05,211.00 2010-11 Insurance Department employees and employer's portion

10 Provident Fund Department PF collected from 23,78,377.00 2010-11 employees and employer's portion

11) The Accumulated losses at the end of the financial year are more than 50% of the net worth of the company. The company has incurred cash loss during the financial year ended 31s< March 2012 and in the immediately preceding financial year. There is erosion in the net worth of the company for a sum exceeding 50% of the paid up share capital and free reserves as at 31st March, 2012.

12) The company has not defaulted in payment of dues to banks / financial institutions/ debenture holders during the period under audit.

13) The company has not granted any loan/advance against security of pledge of shares, debentures and other securities.

14) The company is not a chit fund/nidhi/mutual benefit fund/society -

15) The company is not dealing/ trading in shares, securities, debentures and other investments

16) The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year under audit.

17) The company has not taken any term loan during the period under audit.

18) It is informed by the Management that the funds raised on short-term basis have not been used for long-term investments.

19) The company has not made any preferential issue of shares during the period under audit to parties and companies covered in the register maintained under section 301 of the Act. .

20) The company has not issued any debentures during the period under audit therefore the question of creation of security or charges do not arise.

21) The company has not made any .public issue during the year under audit hence the question of disclosing the end-use of those funds does not arise.

22) According to information and explanation given to us and audit procedures performed by us, no fraud or discrepancy on or by the company has been noticed or reported during the year under audit.

As per Report of even date attached

for and on behalf of

VBSK & Company

Chartered Accountants

(FRN 010779S)

Kochi-25. Suresh G

31.05.2012 Partner

(M. No. 210211)

---

Mar 31, 2010

We have audited the attached Balance sheet of TCM LTD as at 31st March 2010 and the Profit and Loss account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. 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 provide a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraph 4 and 5 of the said Order.

1) Further to our comments in the Annexure referred to in the paragraph (1) above and subject to the following qualifications,

/. All creditors and debtors are subject to confirmation, we are unable to report upon its financial implication on the financial statements under audit

ii. None of the underlying documents in support of the investments as per the financial statements were made available for our verification except Equity Shares in Shamrao Vithal Co-op Bank Ltd for Rs. 50,000/-. Hence we are unable to express an opinion on the valuation and existence of those investments as on 31st March 2010

iii. Note No. 4 regarding excess land.

iv. Non confirmation of deposits as per note no. 12. to Notes on Accounts

v. Non confirmation of balances with banks as per note no.13 to Notes on Accounts

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, the Company has kept proper books of accounts as required by the law so far as appears from our examination of those books of accounts.

c) The Balance sheet and the profit and Loss account dealt with by this report are in agreement of the books of accounts.

d) In our opinion, the Balance sheet and the Profit and Loss account comply with the Accounting Standard referred to in sub-section 3C of section 211 of the Companies Act, 1956, except Accounting Standard 28 on Impairment of Assets and Accounting Standard 15 on Employee Benefits

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes 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.

i) In the case of the Balance sheet, of the state of affairs of the Company as at 31 st March, 2010.

ii) In the case of Profit and Loss account, of the loss of the Company for the year ended on that date.

2) On the basis of representations received from the Directors as on 31st March 2010 and taken on record by the Board of Directors of the Company, We report that none of the Directors is disqualified from being appointed as Directors under Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in Paragraph 1

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The Management informed us that all the fixed assets have been physically verified by the Management during the period and no serious discrepancies between book records and physical assets have been noticed. Further regarding substantial disposal of assets it is informed by the Management and on our verification it is found that no substantial disposal of assets have been effected in the period under audit which would affect the sub stratum of the company as a going concern.

2) Physical verification of inventory is being made by the management on an ongoing basis and the procedure of physical verification is reasonable and adequate in relation to size and nature of the business of the company. The company maintains proper records of inventory and no discrepancy were noticed during physical verification of inventory during the period under audit.

3) According to information and explanation given by the management of the company, the company has neither granted nor taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under section 301, except unsecured interest free loan from the Managing Director ( Rs.52,00,000/-) and a director ( Rs. 12,35,000/-)

4) In our opinion there exist an adequate internal control system commensurate with size of the company and nature of its business for the purchase of inventory, fixed assets and sale of goods. Further we are of the opinion that there is no failure on the part of the company to correct any major weakness in the internal control in regard to purchase of inventory, fixed assets and sale of goods.

5) It is informed by the management that no contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in to by the company during the period under audit, as such recording the particulars thereof is not applicable

6) The company has not accepted any deposit from the public during the period under audit

7) The company has no internal audit system commensurate with the size of the company and nature of its business.

8) Though maintenance of cost accounting records is applicable to the company, yet the same is not maintained at the premise of the company. According to the information made available to us, the company has made an application to the Ministry of Corporate affairs asking for waiver of such requirement for financial years 2004-05 to 2007-2008, since the company was under BIFR net. However no such request is pending for the year 2009-2010, the year under audit.

9) (a) According to the information given to us and on the basis of our verification of the books and accounts and other records of the company, the company is regular in depositing undisputed statutory dues, except the following which has been outstanding for more than 6 months as at the end of financial year 2009- 2010.

SN Name of the Statute Nature of Dues Amount Period to which

amount relates.

1 Central Sales Tax Act CST Payable 34,827,98 2004-05

2. TNGST AST Payable 11,821,50 2004-05

3. Central Excise Act Excise Duty 2,82,705.00 2004-05

4. Income Tax TDS 32,199,00 2004-05

5. LIC Department LIC Premium of 1,48,181,66 2004-05 Employee

6. Postal Department RD Collected 4,650,00 2004-05

from Employees

7 Ministry of Corpo rate affairs Unpaid Deben ture 60,620,00 1992-93

(Investor Education and interest on

Protection Fund) unpaid debe nture

(b) The Income Tax demand for Rs.27.85 lakhs for the year 1997-98 being under dispute unpaid and is pending before the Income Tax Appellate Tribunal.

10) The Accumulated losses at the end of the financial year are more than 50% of the net worth of the company. The company has incurred cash loss during the financial year ended 31 st March 2010 and in the immediately preceding financial year. There is erosion in the net worth of the company for a sum exceeding 50% of the paid up share capital and free reserves as at 31st March, 2010.

11) The company has not defaulted in payment of dues to banks / financial institutions/ debenture holders during the period under audit.

12) The company has not granted any loan/advance against security of pledge of shares, debentures and other securities.

13) The company is not a chit fund/nidhi/mutual benefit fund/society

14) The company is not dealing/ trading in shares, securities, debentures and other investments

15) The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year under audit.

16) The company has taken an interest tree secured term loan from Goderaj Properties Ltd (Rs.2, 50, 00,000) during the period under audit, the balance of the same as on 31-03-2010 was Rs.19,67,52,846.00 ( Previous Year Balance Rs. 17,17,52,846.00) and the same has been utilized for the purpose for which it is taken.

17) It is informed by the Management that the funds raised on short-term basis have not been used for long-term investments.

18) The company has not made any preferential issue of shares during the period under audit to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the period under audit therefore the question of creation of security or charges do not arise.

20) The company has not made any public issue during the year under audit hence the question of disclosing the end-use of those funds does not arise.

21) According to information and explanation given to us and audit procedures performed by us, no fraud or discrepancy on or by the company has been noticed or reported during the year under audit.

As per Report of even date attached for and on behalf of VBSK & Company Chartered Accountants (FRN 010779S)

Ernakulam Suresh G

30th June 2010 Partner

(M. No. 210211)