Auditor Report of TECIL Chemicals & Hydro Power Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of TECIL CHEMICALS & HYDRO POWER LIMITED, which
comprise the balance sheet as at March 31, 2025, and the Statement of Profit and Loss, the statement of changes
in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (the "Act")in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules.2015, as amended, ("Ind
As") and other accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2025, and its Loss, total comprehensive income, the changes in equity and cash flows for the year
ended as on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s
responsibilities for the audit of the financial statements section of our report. We are independent of the
Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the financial statements under the 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.

Key audit matters

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

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

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

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

Management''s responsibility for the financial statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect
to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules,
2016, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding 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 statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

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

The board of directors are also responsible for overseeing the Company''s financial reporting process.

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

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

• Identify and assess the risks of material misstatement of the 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 Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls system in place
and the operating effectiveness of such controls.

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the 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 financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory requirements

1. As Required by the Companies (Auditors Report) Order 2020 (''the order'') issued by the Central
government of India in terms of sub-section (11) of section 143 of the companies Act, 2013, we give in
the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order, to the
extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section
133 of the Act;

(e) On the basis of the written representations received from the directors as on March 31, 2025
taken on record by the board of directors, none of the directors is disqualified as on March 31,
2025 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, refers to our separate Report in
''Annexure B''. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the company''s internal controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanations given to us, no remuneration was paid by the
Company to its directors during the year in accordance with the provisions of section 197 of the
Act; and

(h) 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;

a. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements- Refer Note 16 to the financial statements;

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

c. The company is not required to transfer amounts, to the Investor Education and Protection
Fund.

d. (i) The management has represented that to the best of its knowledge and belief other than
disclosed in Note 28 of the standalone financial statement no fund have been advanced or
loaned or invested (either from borrowed fund or securities premium or any other source or
kind of funds) by the company to or in any persons or entities including foreign entities with
the understanding whether recorded in writing or otherwise that the intermediary shall
whether directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company ("the ultimate beneficiaries") or provide
any guarantee, security or the like on behalf the ultimate beneficiaries;

(ii) The management has represented that to the best of its knowledge and belief other than
disclosed in Note 29 of the standalone financial statement no fund have been received by the
company from any persons or entities including foreign entities (the Funding parties) with the
understanding whether recorded in writing or otherwise that the company shall whether
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding parties ("the ultimate beneficiaries") or provide any
guarantee , security or the like on behalf the ultimate beneficiaries;

(iii) Based on such audit procedure performed considered reasonable and appropriate in
circumstances nothing has come to our notice that has caused us to believe that the
management representation under subclause i and ii above contain any material
misstatement.

(i) Non- Compliance of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations,
2015- as per Regulation 17(l)(b), the chairman being an executive director, at least half of the
board of Directors should be comprised of Independent Directors. Currently, the Company have
required number of Independent Directors on its board. Accordingly, there is consequent
compliance of Regulations 18,19 and 20 of the SEBI Listing Obligation and Disclosure
Requirements (LODR) Regulations, 2015

(j) As per the Regulation 17 (1) (a) of the SEBI Listing Obligation and Disclosure Requirements (LODR)
Regulations, 2015, Board of Directors shall have an optimum combination of executive and non¬
executive directors with at least one woman director and not less than fifty percent of the Board
of Directors shall comprise of non-executive directors. Currently, the Company have a woman
director on its Board.

(k) As stated in note 26 of accompanying standalone financial statement and based on our
examination which include test checks, the company in respect of financial year commencing on
1st April 2023 has used accounting software (Tally Prime Edit Log Release 2.1) for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and the same has
been operated throughout the year for relevant transaction recorded in the software.

ForS R Pai & Co., Chartered Accountants

Firm Registration No: 0010793S

Sd/-

CAS Rajeeva Pai

Partner

Membership No. 214230

UDIN: 25214230BMJLGT2573

Place: Kochi

Date: 26.05.2025

---

Mar 31, 2024

We have audited the accompanying financial statements of TECH CHEMICALS & HYDRO POWER LIMITED, which comprise the balance sheet as at March 31, 2024, and the Statement of Profit and Loss, the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its Loss, total comprehensive income, the changes in equity and cash flows for the year ended as on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the 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.

Key audit matters

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

Information otherthan thefinancial statementsand auditors'' report thereon

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

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

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

Management''s responsibility for the financial statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The board of directors are also responsible for overseeing the Company''s financial reporting process.

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

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

• Identify and assess the risks of material misstatement of the 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 Companies Act, 2013, we are also responsible forexpressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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.

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

Report on other legal and regulatory requirements

1. As Required by the Companies (Auditors Report) Order 2020 (''the order'') issued by the Central government of India in terms of sub-section (11) of section 143 of the companies Act, 2013, we give in the Annexure A,a statement on the matters specified inthe paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid 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 March 31, 2024 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refers to our separate Report in ''Annexure B\ Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal controls over financial reporting.

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration was paid by the Company to its directors during the year in accordance with the provisions of section 197 of the Act; and

(h) 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;

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 16 to the financial statements;

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

c. The company is not required to transfer amounts, to the Investor Education and Protection Fund.

d. (i) The management has represented that to the best of its knowledge and belief other than disclosed in Note 28 of the standalone financial statement no fund have been advanced or loaned or invested (either from borrowed fund or securities premium or any other source or kind of funds) by the company to or in any persons or entities including foreign entities with the understanding whether recorded in writing or otherwise that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("the ultimate beneficiaries") or provide any guarantee, security or the like on behalf the ultimate beneficiaries;

(ii) The management has represented that to the best of its knowledge and belief other than disclosed in Note 29 of the standalone financial statement no fund have been received by the company from any persons or entities including foreign entities (the Funding parties) with the understanding whether recorded in writing or otherwise that the company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding parties ("the ultimate beneficiaries") or provide any guarantee, security or the like on behalf the ultimate beneficiaries;

(iii) Based on such audit procedure performed considered reasonable and appropriate in circumstances nothing has come to our notice that has caused us to believe that the management representation under subclause i and ii above contain any material misstatement.

(i) Non-Compliance oftheSEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015-As per Regulation 17(l)(b), the chairman being an executive director, at least half of the board of Directors should be comprised of Independent Directors. Currently, the Company have required number of Independent Directors on its board. Accordingly, there is consequent compliance of Regulations 18,19 and 20 of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015

(j) As per the Regulation 17 (1) (a) of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015, Board of Directors shall have an optimum combination of executive and nonexecutive directors with at least one-woman director and not less than fifty percent of the Board of Directors shall comprise of non-executive directors. Currently, the Company have a woman director on its Board.

(k) As stated in note 26 of accompanying standalone financial statement and based on our examination which include test checks, the company in respect of financial year commencing on 1st April 2023 has used accounting software (Tally Prime Edit Log Release 2.1) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for relevant transaction recorded in the software

For S R Pai & Co., Chartered Accountants Firm Registration No: 0010793S

Sd/-

CAS Rajeeva Pai Partner

Membership No. 214230 UDIN: 24214230BKEKMM1106

Place: Cochin Date: 21.05.2024

---

Mar 31, 2023

We have audited the accompanying financial statements of TECIL CHEMICALS & HYDRO POWER LIMITED, which comprise the balance sheet as at March 31, 2022, and the Statement of Profit and Loss, the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its Loss, total comprehensive income, the changes in equity and cash flows for the year ended as on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the 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.

Key audit matters

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

Information other than the financial statements and auditors'' report thereon

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

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

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

Management''s responsibility for the financial statements

The Company''s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

• Identify and assess the risks of material misstatement of the 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As Required by the Companies (Auditors Report) Order 2020 (''the order'') issued by the Central government of India in terms of sub-section (11) of section 143 of the companies Act, 2013, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid 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 March 31, 2022 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2022 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, refers to our separate Report in ''Annexure B''. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration was paid by the Company to its directors during the year in accordance with the provisions of section 197 of the Act; and

(h) 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;

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 16 to the financial statements;

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

c. The company is not required to transfer amounts, to the Investor Education and Protection Fund.

(i) Non- Compliance of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015- as per Regulation 17(1)(b), the chairman being an executive director, at least half of the board of Directors should be comprised of Independent Directors. Currently, the Company have required number of Independent Directors on its board. Accordingly, there is consequent compliance of Regulations 18,19 and 20 of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015

(j) As per the Regulation 17 (1) (a) of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015, Board of Directors shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the Board of Directors shall comprise of non-executive directors. Currently, the Company have a woman director on its Board.

For S R Pai & Co., Chartered Accountants Firm Registration No: 0010793S

Sd/-

CA S Rajeeva Pai Partner

Membership No. 214230 UDIN: 23214230BGWQFD4115

Place: Cochin Date: 27/05/2023

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Mar 31, 2015

We have audited the accompanying financial statements of Tecil Chemicals and Hydro Power Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's responsibility forthe Financial Statements

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

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the Balance sheet, of the state of affairs of the company as at March 31,2015;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e. on the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f. With respect to the other matters included in the auditor's report and to best of our information and according to the explanation given to us.

1) The company has disclosed the impact of pending litigation on its financial position in its financial statement.

2) The company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

3) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by Company.

(i) (a)The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(ii) In our opinion and as per the explanation given to us there is no inventory at close of the year so sub- clause (a), (b) and (c) of clause (ii) is not applicable.

(iii) (a) The company has given loans to two parties covered in the register maintained under section 189 of the Companies Act, 2013.

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

(c) There are no overdue amounts of more than Rs One Lakh in respect of the loans granted to the companies listed in the register maintained under section 189 of the Act.

(iv) Due to lock out of the factory since 1999 and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and forthe sale of goods.

(v) In our opinion and according to the information and explanations given to us, no fixed deposits were accepted from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under section 148 (1) of the companies Act, 2013 forthe products of the company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, ESICand Income Tax.

(b) According to the information and explanations given to us there were no undisputed amounts payable in the respect of Income Tax, Sales Tax, Wealth Tax, Excise Duty and other material statutory dues in arrears as at 31st March, 2015.

(viii) According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company has incurred a Cash Loss of Rs. 38.22 Lacs (P.Y. Rs.508.95 Lacs)

(ix) Based on our audit procedure and according to the information and explanation given to us by the management the company not default in repayment of dues to a financial institution or bank or debenture holder.

(x) On the basis of explanations and information given to us the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions.

(xi) In our opinion and according to the information and explanations given to us, the company has not raised any term loans.

(xii) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR VMD & Co. Chartered Accountants FRN: 125002W

Sd/- CAV.M. Desai Place : Mumbai Partner MRN: 009219 Date: 29th May 2015 No. :A/01/0515

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Mar 31, 2014

We have audited the accompanying financial statements of Tecil Chemicals and Hydro Power Ltd ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

b) In the case of the Profit and Loss Account, of the Loss 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 annexe a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT TO SHAREHOLDERS OF TECIL CHEMICALS AND HYDRO POWER LTD., CHINGAVANAM OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH. 2014

(i)(a) The Company is maintaining proper records showing full particulars including quantitative details and situation fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) As per the explanations given to us no substantial portion of fixed assets were disposed of during the year.

(ii)In our opinion and as per the explanation given to us there is no inventory at close of the year so sub-clause (a), (b) and (c) of clause (ii) is not applicable.

(iii)(a) The Company has given loans to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. in respect of the said loans, the maximum amount outstanding at any time during the year was Rs 118.69 Lacs and the year end balance is Rs. 118.69 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company are not prima facie prejudicial to the Company.

(c) The Company had taken loan from a party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 40 Lacs and the year end balance of loan taken from such party was Rs. 40 Lacs.

(d) Since the loan taken was interest free without repayment stipulation we cannot comment whether terms and conditions of the loan taken is prejudicial to the interest of the Company.

(iv) Due to lock out of the factory since 1999 and on account of only few transactions for the whole of the year, the Company has not implemented adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

(v) According to the information and explanations given to us, there are no transactions of purchase / sale of goods and materials and services in value, aggregating during the year to Rs.5,00,000/- or more in respect of each party made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, no fixed deposits were accepted during the period to which the provisions of Section 58A and 58AA or any other relevant provisions of the Act apply.

(vii) Internal audit was not carried out during the year due to lay off / lockout.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, ESIC and Income Tax.

(b) According to the information and explanations given to us there were no undisputed amounts payable in the respect of Income Tax, Sales Tax, Wealth Tax, Excise Duty and other material statutory dues in arrears as at 31st March, 2014.

(x) According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company has incurred a Cash Loss of Rs. 508.95 Lacs (P.Y. Rs.597.10 Lacs).

(xi) Based on our audit procedure and according to the information and explanation given to us by the management the Company not default in repayment of dues to a financial institution or bank or debenture holder.

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

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

(xiv) Based on our examination of records and information and explanations given to us, the Company has not dealt / traded in shares, securities, debentures and other securities during the year. The Company has maintained proper records of transactions and contracts in respect of shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

(xv) On the basis of explanations and information given to us the Company has not given any guarantee for loans taken by others from Banks/Financial Institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, the Company has not raised funds on short-term basis.

(xviii) During the year, the Company has not made any preferential allotment of Shares to parties and Companies covered in the Register maintained U/s 301 of the Act.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR VMD & CO. CHARTERED ACCOUNTANTS FRN: 125002W

Sd/- CA V. M. DESAI, (Partner) Place : Mumbai Membership No. 009219 Date : 26th May, 2014. No: A/01/0514

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TECIL Chemicals and Hydro Power Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that w.3 comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

opinion.

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT TO SHAREHOLDERS OF TECIL CHEMICALS AND HYDRO POWER LTD.. CHINGAVANAM OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2013

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) As per the explanations given to us no substantial portion of fixed assets were disposed of during the year.

(ii) In our opinion and as per the explanation given to us there is no inventory at close of the year so sub-clause (a), (b) and (c) of clause (ii) is not applicable.

(iii) (a) The company has given loans to three parties. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs 312.00 Lacs and the year end balance is Rs 112.00 Lacs (including interest free loan ofRs 62.00 Lacs).

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the company are not prima facie prejudicial to the company. In respect of the interest free loan given, we cannot comment whether the terms and conditions of the loan given are prejudicial to the interest of the company.

(c) The company had taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.33I.60 Lacs and the year end balance of loan taken from such party was Rs. Nil.

(d) Since the loan taken was interest free without repayment stipulation we cannot comment whether terms and conditions of the loan taken is prejudicial to the interest of the company.

(iv) Due to lockout of the factory during the most part of the year and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the''nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

(v) According to the information and explanations given to us, there are no transactions of purchase / sale of goods and materials and services in value, aggregating during the year to Rs.5,00,000/- or more in respect of each party made in pursuance of contracts or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, no fixed deposits were accepted during the period to which the provisions of Sections 58A and 58AA or any other relevant provisions of the Act apply.

(vii) " Due to lock out of the factory during the most part of the year and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 for the products of the company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undfsputed statutory dues including Provident Fund, ESIC and Income Tax.

(b) According to the information and explanations given to us there were no undisputed amounts payable in the respect of Income Tax, Sales Tax, Wealth Tax, Excise Duty and other material statutory dues in arrears as at 31 st March, 2013.

(x) According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company lias incurred a Cash Loss of Rs. 597.10 Lacs (P. Y. Rs.72.07 Lacs)

For VMD&CO.

CHARTERED ACCOUNTANTS

FRN:125002 W

Sd/-

CA V. M. DESAI, (Partner)

Membership No. F/9219

No: A/01/0513

Place: Mumbai Date: 23rd May, 2013.

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Mar 31, 2012

We have audited the attached Balance Sheet of TECIL CHEMICALS AND HYDRO POWER LIMITED as at 31st March 2012 and the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India, in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 we enclose in the Annexure hereto the statement on the matters specified in paragraph 4 and 5 of the said order

3. Further to our comments in the Annexure referred to in Paragraph (2) above, attention is invited to the following observation.

The Company incurred a Net Loss of Rs. 78.88 Lakhs during the year-ended 31.03.2012 and as on that date, the Company's Current Assets is only Rs.6.48 Lakhs as against the current liabilities of Rs.21.17 Lakhs. The accumulated loss as on 31.03.2012 is Rs. 3672.59 Lakhs, after adjusting which, the reserves and surplus have become (-)1,57,087 Lakhs. It has also sold off the factory building, plant & machinery during the year. Based on the above facts along with the matters as set forth in Note No. 9, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

We further report that;

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

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

c. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report, are prepared in compliance with the accounting standards referred to in sub section (3C) of section211 of the Companies Act, 1956 to the extent applicable except as stated in Para4(f).

e On the basis of written representation received from the Directors and taken on record by the Board of Directors, and as per our observations in Note No. 2.17, we report that, none of the Directors is disqualified as on 31/3/2012 from being appointed as a Director in terms Section 274(1)(g) of Companies Act, 1956.

f. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the Financial Statements for the year ended 31.03.2012 are prepared as per revised Schedule VI. The adoption of Revised Schedule VI for previous years' figures does not impact recognition and measurement principles followed for preparation of financial statements. Subject' to the above observations and remarks, in our opinion and to the best of our information and according to the explanation given to us, they said Balance Sheet and the Profit and Loss Account read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the generally accepted accounting principles in India:

i) In so far as it relates to the Balance Sheet of the State of affairs of the Company as at 31st March, 2012 and:

ii) In so far as it relates to the Profit & Loss Account of the Loss of the Company for the year, ended on that date.

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

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT TO SHAREHOLDERS OF TECIL CHEMICALS AND HYDRO POWER LTD., CHINGAVANAM OF EVEN PATE ON THE ACCOUNTS FOR THE YEAR ENDED 31SI MARCH 2012

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) During the year, the company has disposed off the factory building.

2. (a) During the year, the Inventories have been physically verified by the Management

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of ' inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. The Company has taken unsecured loans from Companies, Firms and other parties listed in the register maintained u/s 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interests of the company in terms of sub section (1B) of section 370 of the Companies Act, 1956.

4. The Company has granted unsecured loans to Companies, firms or other parties listed in the register maintained u/s.301 of the Companies Act, 1956. The rate of interest is prima facie not prejudicial to the interests of the Company.

5. In case of overdue amounts for more than Rupees One Lac reasonable steps has been taken by the Company for recovery/payment of the principal and Interest.

6. Due to lay off / lock out of the factory during the most part of the year and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

TRANSACTION WITH PARTIES AS REFERRED U/S 301 OF COMPANIES ACT 1956

7. There are no transactions of purchase / sale of goods and materials and services in value, aggregating during the year to Rs.5,00,000/- or more in respect of each party made in pursuance of contracts or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956.

8. . Due to lay off/ lock out the Company has not determined the unserviceable or damaged stores during the year and accordingly no provision is made for the loss, if any, in the accounts during the year

9. Due to Lay Off / Lock Out, the Company has not accepted any deposits from the public during the year.

10. Internal Audit was not carried out during the year due to lay off / lockout.

11. As informed, the Central Government has not prescribed maintenance of cost records u/s.209 (i)(d) of the Companies Act, 1956 for the products dealt by the Company.

12. The Company is generally regular in making the payment towards Provident Fund and ESIC.

13. The Company had submitted as application before the Board for Industrial & Financial Reconstruction for the revival U/s. 15(1) of Sick Industrial Companies (Special Provision Act) 1985 and Company is registered for consideration for revival under scheme. The Company has also received permission from the Hon'ble BIFR to sale its Power Projects and Surplus Land.

14. According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company has incurred a Cash Loss of Rs. 85.69 Lacs (Rs.79.27 Lacs)

15. The Company has maintained adequate records in case of advances given by ways of proper security.

16. The Company is not chit fund/nidhi/mutual funds/society.

17. Based on our examination of records and information and explanations given to us, the company has not dealt / traded in shares, securities, debentures and other securities during the year.

18. On the basis of explanations and information given to us the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions.

19. To the best of our knowledge and belief and according to the information and explanations given to us, the term loan availed by the company was prima facie applied for the purpose for which the loan was obtained.

20. According to the Cash Flow Statement and other statements examined by us and the information and explanation given to us on an over all basis, fund raised on short term basis prima-facie, has not been used during the year for long term investment and vice versa. .

21. The Company has not made any preferential allotment of Shares to parties and Companies covered in the Register maintained U/s 301 of the Act.

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

23. According to the information and explanations given to us, no material fraud has been noticed or reported during the year.

For VMD & CO.

CHARTERED ACCOUNTANTS

FRN: 125002W

No.:A/01/06/12 Sd/-

Date : 22.06.12 V. M. OESAI, Partner

Mumbai Membership No.F/9219

---

Mar 31, 2011

We have audited the attached Balance Sheet of TECIL CHEMICALS AND HYDRO POWER LIMITED as at 31st March 2011 and the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order2003, issued by the Centra) Government of India, in terms of Sub-Section (4 A) of Section 227 of the Companies Act, 1956 we enclose in the Annexure hereto the statement on the matters specified in paragraph 4 and 5 of the said order

3. Further to our comments in the Annexure refened to in Paragraph (2) above, attention is invited to the following observation.

The Company incuned a Net Loss of Rs. 78.16 Lakhs during the year-ended 31.03.2011 and as on that date, the Company's Current Liabilities exceeded its Current Assets by Rs.60.73 Lakhs. The accumulated loss as on 31.03.2011 is Rs. 3593.72 Lakhs as against the balance of Rs 3868.50 Lakhs in the Share Capital and Free Reserves other than Revaluation Reserve. We further report that;

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

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

c. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report, are prepared in compliance with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable except as stated in Para 4 (f)

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, and as per our observations in Note No. 2.17, we report that, none of the Directors is disqualified as on 31/3/2011 from being appointed as a Director in terms Section 274(1)(g) of Companies Act, 1956.

f. No provision has been made towards:-

i) Recovery suits filed by creditors for supplies of goods along with interest Rs. 5,99,516/-

Subject to the above observations and remarks, in our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and the Profit and Loss Account read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the generally accepted accounting principles in India

i) In so far as it relates to the Balance Sheet of the State of affairs of the Company as at 31st March, 2011 and:

ii) In so far as it relates to the Profit & Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT TO SHAREHOLDERS OF TECIL CHEMICALS AND HYDRO POWER LTD.. CHINGAVANAM OF EVEN DATE ON THE ACCOUNTS FOR

THE YEAR ENDED 31st MARCH 2011

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

2. (a) During the year, the Inventories have been physically verified by the Management

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. The Company has taken unsecured loans from Companies, Firms and other parties listed in the register maintained u/s.301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interests of the company in terms of sub section (1B) of section 370 of the Companies Act, 1956.

4. The Company has granted unsecured loans to Companies, firms or other parties listed in the register maintained u/s.301 of the Companies Act, 1956. The rate of interest is prima facie not prejudicial to the interests of the Company.

5. In case of over due amounts for more than Rupees One Lac reasonable steps has been taken by the Company for recovery / payment of the principal and Interest.

6. Due to lay off / lock out of the factory during the most part of the year and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

TRANSACTION WITH PARTIES AS REFERRED U/S 301 OF COMPANIES ACT 1956

7. There are no transactions of purchase / sale of goods and materials and services in value, aggregating during the year to Rs.5,00,000/- or more in respect of each party made in pursuance of contracts or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956.

8. Due to lay off/ lock out the Company has not determined the unserviceable or damaged stores during the year and accordingly no provision is made for the loss, if any, in the accounts during the year.

9. Due to Lay Off/ Lock Out, the Company has not accepted any deposits from the public during the year.

10. Internal Audit was not carried out during the year due to lay off/ lock out.

11. As informed, the Central Government has not prescribed maintenance of cost records u/s.209 (i)(d) of the Companies Act, 1956 for the products dealt by the Company.

12. The Company is generally regular in making the payment towards Provident Fund and ESIC.

13. The Company had submitted as application before the Board for Industrial & Financial Reconstruction for the revival U/s.15(1) of Sick Industrial Companies (Special Provision Act) 1985 and Company is registered for consideration for revival under scheme. The Company has also received permission from the Hon'ble B|FR to sale its Power Projects and Surplus Land.

14. According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company has incurred a Cash Loss of Rs.79.27 Lacs (Rs.7.18 Lacs)

15. The Company has maintained adequate records in case of advances given by ways of proper security.

16. TheCompanyisnotachitfund/nidhi/mutualfunds/society.

17. Based on our examination of records and information and explanations given to us, the company has not dealt / traded in shares, securities, debentures and other securities during the year.

18. On the basis of explanations and information given to us the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions.

19. To the best of our knowledge and belief and according to the information and explanations given to us, the term loan availed by the company was prima facie applied for the purpose for which the loan was obtained.

20. According to the Cash Flow Statement and other statements examined by us and the information and explanation given to us on an over all basis, fund raised on short term basis prima-facie, has not been used during the year for long term investment and vice versa.

21. The Company has not made any preferential allotment of Shares to parties and Companies covered in the Register maintained U/s301 of the Act.

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

23. According to the information and explanations given to us, no material fraud has been noticed or reported during the year.

For VMD & CO. CHARTERED ACCOUNTANTS FRN: 125002W sd/- V. M. DESAI, Partner Membership No.F/9219

No.: A/01/0711 Date: 04.07.2011 Mumbai

---

Mar 31, 2010

We have audited the attached Balance Sheet of TECIL CHEMICALS AND HYDRO POWER LIMITED as at 31st March 2010 and the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in Paragraph (2) above, attention is invited to the following observation.

The Company incurred a Net Loss of Rs. 4.34 Lakhs during the year-ended 31.03.2010 and as on that date, the Companys Current Liabilities exceeded its Current Assets by Rs.50.83 Lakhs. The accumulated loss as on 31.03.2010 is Rs 3515.55 Lakhs as against the balance of Rs 3868.50 Lakhs in the Share Capital and Free Reserves other than Revaluation Reserve.

4 We further report that;

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

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

c. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report, are prepared in compliance with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable except as stated in Para 4 (f)

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, and as per our observations in Note No. 2.17, we report that, none of the Directors is disqualified as on 31/3/ 2010 from being appointed as a Director in terms Section 274(1)(g) of Companies Act, 1956.

f. No provision has been made towards:-

i) Recovery suits filed by creditors for supplies of goods along with interest Rs. 12,35,770/-

Subject to the above observations and remarks, in our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and the Profit and Loss Account read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the generally accepted accounting principles in India

i) In so far as it relates to the Balance Sheet of the State of affairs of the Company as at 31st March, 2010 and:

ii) In so far as it relates to the Profit & Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO PARAGRAPH 2 OF OUR REPORT TO SHAREHOLDERS OF TECIL CHEMICALS AND HYDRO POWER LTD., CHINGAVANAM OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified by the Management during the current year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account..

2. (a) During the year, the Inventories have been physically verified by the Management

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. The Company has taken unsecured loans from Companies, Firms and other parties listed in the register maintained u/s.301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interests of the company in terms of sub section (1B) of section 370 of the Companies Act, 1956.

4. The Company has granted unsecured loans to Companies, firms or other parties listed in the register maintained u/ s.301 of the Companies Act, 1956. The rate of interest is prima facie not prejudicial to the interests of the Company.

5. In case of over due amounts for more than Rupees One Lac reasonable steps has been taken by the Company for recovery / payment of the principal and Interest.

6. Due to lay off / lock out of the factory during the most part of the year and on account of only few transactions for the whole of the year, the company has not implemented adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials; including components, plant and machinery, equipments and other assets and for the sale of goods.

TRANSACTION WITH PARTIES AS REFERRED U/S 301 OF COMPANIES ACT 1956

7. There are no transactions of purchase / sale of goods and materials and services in value, aggregating during the year to Rs.5,00,000/- or more in respect of each party made in pursuance of contracts or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956.

8. Due to lay off/ lock out the Company has not determined the unserviceable or damaged stores during the year and accordingly no provision is made for the loss, if any, in the accounts during the year.

9. Due to Lay Off / Lock Out, the Company has not accepted any deposits from the public during the year.

10. Internal Audit was not carried out during the year due to lay off / lock out.

11. As informed, the Central Government has not prescribed maintenance of cost records u/s.209 (i)(d) of the Companies Act, 1956 for the products dealt by the Company.

12. The Company is generally regular in making the payment towards Provident Fund and ESIC

13. The Company had submitted as application before the Board for Industrial & Financial Reconstruction for the revival U/s.15(1) of Sick Industrial Companies (Special Provision Act) 1985 and Company is registered for consideration for revival under scheme. The Company has also received permission from the Honble BIFR to sale its Power Projects and Surplus Land.

14. According to the information and explanations given to us, accumulated losses at the end of the year are more than 50% of the Net Worth and the Company has incurred a Cash Loss of Rs.7.18 Lacs (Rs.77.77 Lacs)

15. The Company has maintained adequate records in case of advances given by ways of proper security

16. The Company is not a chit fund / nidhi / mutual funds / society.

17. Based on our examination of records and information and explanations given to us, the company has not dealt / traded in shares, securities, debentures and other securities during the year.

18. On the basis of explanations and information given to us the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions.

19. To the best of our knowledge and belief and according to the information and explanations given to us, the term loan availed by the company was prima facie applied for the purpose for which the loan was obtained.

20. According to the Cash Flow Statement and other statements examined by us and the information and explanation given to us on an over all basis, fund raised on short term basis prima-facie, has not been used during the year for long term investment and vice versa.

21. The Company has not made any preferential allotment of Shares to parties and Companies covered in the Register maintained U/s 301 of the Act.

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

23. According to the information and explanations given to us, no material fraud has been noticed or reported during the year.



For VMD & CO.

CHARTERED ACCOUNTANTS

No.: A/01/0710

Sd/- 6th July, 2010 Mumbai V. M. DESAI, Partner

Membership No.F/9219