Auditor Report of Tinna Rubber and Infrastructure Ltd.

Mar 31, 2025

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

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (''Act'') in the manner so required and give a true and fair
view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2025, and its profit and other comprehensive income,
changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the ''Auditor’s Responsibilities for the Audit of the standalone
financial statements" section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone 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 on the standalone financial statements.

Key Audit Matter

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

We have determined that there are no key audit matters to be
communicated in our report.

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

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the annual report, but does not include the
standalone financial statements and auditor''s report thereon.
The annual report is expected to be made available to us after
the date of this auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form
of assurance conclusion thereon. In connection with our audit of
the standalone financial statements, our responsibility is to read
the other information identified above when it becomes available
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.

When we read the Company''s annual report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Management''s Responsibilities for the Standalone Financial
Statements

The Company''s Board of Directors are responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance, including other comprehensive income, changes
in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind As) specified under Section
133 of the Act.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgements and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
management 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 the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

Those Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

Auditor''s responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with 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 standalone financial statements.

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

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

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

financial controls with reference to standalone financial
statements in place and the operating effectiveness of such
controls.

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

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

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

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore 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 (Auditor''s Report) Order,
2020 (the "Order") issued by the Central Government of
India in terms of section 143(11) of the Act, we give in the
Annexure A, a statement on the matters specified in the
paragraph 3 and 4 of the Order.

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

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

b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except the data
backup of the books and accounts in electronic mode
has been kept on server physically located outside
India and for the matters stated in paragraph 2(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

c) The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone cash flow

statement dealt with by this report are in agreement
with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read
with relevant rules issued thereunder.

e) On the basis of the written representations received
from the directors as on April 01, 2025, and 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) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2(b) above on reporting
under Section 143(3)(b) of the Act and paragraph
2(i)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate report in ''Annexure B"
to this report. Our report expresses an unmodified
opinion on the adequacy and operating effectiveness
of the Company''s internal financial controls with
reference to standalone financial statements.

h) In our opinion, and according to the information and
explanations given to us, the managerial remuneration
paid by the Company to its director during the current
year is in accordance with the requisite approvals
mandated by the provisions of section 197 read with
Schedule V of the Act.

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

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements. Refer note 32 to
the standalone financial statements.

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

iii. There has been no delay in transferring amounts
required to be transferred to the Investor
Education and Protection Fund by the Company
except an amount of Rs 2.36 Lakhs related to
the financial year ending March 31, 2015, has
been deposited in the Investor Education and
Protection Fund during the year.

iv. (a) The management has represented that,

to the best of its knowledge and belief,
other than as disclosed in note 59 to the
standalone financial statements, no funds
have been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (''Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified

in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that,
to the best of its knowledge and belief, as
disclosed in the note 59 to the standalone
financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on audit procedures performed
that has been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause iv (a) and iv (b) above contain
any material misstatement.

v. The final dividend paid by the Company during
the year, in respect of the same declared for the
previous year, is in accordance with Section 123
of the Act to the extent it applies to payment of
dividend. As stated in Note 51 to the standalone
financial statements, the Board of Directors of
the Company have proposed final dividend for
the year, which is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend declared is in accordance with
Section 123 of the Act to the extent it applies to
declaration of dividend.

vi. As stated in Note 59 to the standalone financial
statements and based on our examination which
included test checks, the Company has used an
accounting software for maintaining its books of
account which has a feature of recording audit
trail (edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software, except
that, audit trail feature was not enabled at
database level for such accounting software to
log any direct data changes which is maintained
by a third party software service provider. The
''Independent Service Auditor''s Assurance
Report (''Type 2 report’ issued in accordance with
ISAe 3000 (Revised), Assurance Engagements
Other than Audits or Reviews of Historical
Financial Information)’ and other information
made available, did not include information on
existence of audit trail (edit logs) at database
level. Further, during the course of our audit
we did not come across any instance of audit
trail feature being tampered with in respect of
the accounting software where such feature is
enabled."

Additionally, the audit trail has been preserved by the
Company as per the statutory requirements for record
retention.

For S S KOTHARI MEHTA & CO. LLP

Chartered Accountants

Firm''s Registration No. 000756N/N500441

Sunil Wahal

Partner

Membership No. 087294
Place: New Delhi
Date: May 23, 2025
UDIN: 25087294BMLBJL8408

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of Tinna Rubber and Infrastructure Limited (the ''Company'') which comprise the standalone balance sheet as at March 31, 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year ended March 31, 2024, and notes to the standalone financial statements, including material 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 standalone financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date (hereinafter referred to as the “standalone financial statements").

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the auditor''s responsibilities for the audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone 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 on the standalone financial statements.

Key Audit Matter

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

Description of key audit matter	How the matter was addressed in our audit
1. Revenue from the sale of goods (hereinafter referred to as	Our procedures included:
“Revenue") is recognized when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is	• Evaluating the design andimplementation of Company''s controls in respect of revenue recognition.
probable. The timing of such recognition in the case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon dispatch, delivery or upon formal customer acceptance depending on customer''s terms.	• Performed test of details by selecting samples of revenue transactions recorded during the year on sample basis with the underlying documents.
The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred.	• Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year end, including examination of credit notes issued after the year end to determine whether revenue was recognized in the correct period.
Refer note no. 2.10 - Material Accounting Policies; and note no. 22 - Revenue from Operations; of the Financial Statements	• Performing analytical procedures on current year revenue based on monthly trends and where appropriate, conducting further
	enquiries and testing.
	• Assessing the appropriateness of the Company''s revenue
	recognition accounting policies in line with Ind AS 115 (“Revenue from Contracts with Customers") and testing thereof.

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

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

Management''s Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 standalone financial statements.

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

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

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

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore 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 (Auditor''s Report) Order, 2020 (“the Order") issued by the Central Government of India in terms of section 143(11) of

the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books the data backup of the books and accounts in electronic mode has been kept on server physically located outside India except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;

(e) On the basis of the written representations received from the directors and 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) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to the standalone financial statements.

(h) In our opinion, and according to the information and explanations given to us, the managerial remuneration paid by the Company to its director during the current year is in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer note 32 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company except an amount of Rs 2.36 Lakhs related to the financial year ending March 31, 2015 is not transferred to the Investor Education and Protection Fund as required to be transferred during the current year.

iv (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the Company to or in any other person or entities, including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause iv (a) and iv (b) contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to the payment of the dividend.

As stated in Note 52 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to the declaration of such dividend.

vi. As stated in note 57 (viii) to the financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that, audit trail feature was not enabled at database level for such accounting software to log any direct data changes which is maintained by a third party software service provider. The ''Independent Service Auditor''s Assurance Report (''Type 2 report'' issued in accordance with ISAE 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information)'' and other information made available, did not include information on existence of audit trail (edit logs) at database level. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled."

For S.S. KOTHARI MEHTA & CO. LLP Chartered Accountants Firm''s Registration No. 000756N/N500441

Sd/-Sunil Wahal Partner

Membership No. 087294 Place: New Delhi Date: May 27, 2024 UDIN:24087294BKAHJE6480

---

Mar 31, 2023

Tinna Rubber & Infrastructure Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion ''

We have audited the accompanying standalone financial statements of Tinna Rubber & Infrastructure Limited ("the Company"), which comprise the balance sheet as at March 31 2023, the statement of profit and loss (including other comprehensive income), the cash flow statement and the statement of changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion Section of our Report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

As described in note 35 of the standalone financial Statement, during the previous year, the Company had opted for Vivaad Se Vishwas Settlement Scheme (scheme). Consequently, the additional tax expense of Rs. 556.51 Lakh arising due to above Scheme has been directly charged off into other equity instead of charging it to the statement of profit and loss. Therefore, the profit after tax for the previous year ended March 31, 2022 is overstated by Rs.556.51 Lakh due to above.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements"

section of our Report. We are independent of the Company in accordance with the 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 standalone 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 related to the previous year obtained by us is sufficient and appropriate to provide a basis for our qualified opinion on the statement.

Key Audit Matters

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

Sr. No.	Description of key audit matter	How our audit addressed the key audit matter
1.	Revenue from the sale of goods ( hereinafter referred to as "Revenue" is recognized when the Company performs its o b l i g a t i o n t o i t s customers and the amount of revenue can be measured reliably and recovery of the c o n s i d e r a t i o n i s probable. The timing of such recognition in the case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon dispatch, delivery or upon formal customer acceptance d e p e n d i n g o n customer''s terms.	O u r p r o c e d u r e s included: • Evaluating the design and implementation of Company'' controls in respect of revenue recognition. • T e s t i n g t h e effectiveness of such controls over revenue cut off at year end. •Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year e n d , i n c l u d i n g examination of credit notes issued after the year end to determine whether revenue was re c o g n i z e d i n t h e correct period.

Sr. No.	Description of key audit matter	How our audit addressed the key audit matter
1.	The timing of revenue recognition is relevant t o t h e r e p o r t e d performance of the Company. The management considers r e v e n u e a s a ke y measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred. Refer note no. 2.14 -Significant Accounting Policies; and note no. 22 - R e v e n u e f r o m Operation s; of the Financial Statements	• Performing analytical procedures on current year revenue based on monthly trends and where appropriate, cond ucting further enquiries and testing. •Assessing the appropriateness of the Company''s revenue recognition accounting policies in line with Ind AS 115 ("Revenue from C o n t r a c t s w i t h Customers" and testing thereof.

Emphasis of Matter

We draw attention to the following:

a. Note no. 32 of the standalone financial Statement, in relation to accounting of financial guarantee provided by the Company in respect of borrowings availed by its Associate and a Group Company incorporated in India shown as contingent liability in the financial statements more fully described therein.

b. Note no. 36 and 37(c) of the standalone financial Statement, in relation to fair valuation of investment in BGK Infratech Limited and Puja Infratech LLP. The Company has not valued these investments at fair value as at March 31, 2023 more fully described in the said note, the management has continued to use the fair values as at March 31, 2022.

c. Note no. 37(a) of the standalone financial Statement regarding the Company''s non-current investment in TP Buildtech Private Limited, its Associate company for an amount of Rs.741.25 lakhs, the net worth of which as at March 31, 2023 has been partially eroded. Based on disclosures in the said note, no provision for impairment has been considered on this investment in these standalone financial statements.

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

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the Information included in the Annual Report but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this Auditors'' Report. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management for the Standalone 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 standalone financial statements that give a true and fair view of the financial p o s ition, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant Rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, 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.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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

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

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

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

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

financial statements in place and the operating effectiveness of such controls.

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore 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.

Other Matter

The audit of the standalone financial statements of the Company for the year ended March 31,2022, was carried out and reported by the erstwhile statutory auditors V.R. Bansal & Associates, Chartered Accountants, having firm registration no. 016534N, who had expressed Qualified Opinion on those standalone financial statements vide their report dated May 25, 2022, whose report have been furnished to us and which have been relied upon by us for the purpose of audit of the standalone financial statements.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. A). 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, the data backup of the books and accounts in electronic mode has been kept on server physically located outside India.

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

(d) Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid financial statements

comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above;

(g) The matter described in the Basis for Qualified opinion paragraph above, in our opinion, does not have any adverse effect on the functioning of the Company.

(h) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.

(i) In our opinion, and according to the information and explanations given to us, the managerial remuneration paid by the Company to its director during the current year is in accordance with the provisions of and limit laid down under section 197 read with Schedule V of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position, refer note 32 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

v. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the Company to or in any other person or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause iv (a) and iv (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividends. As stated in note 12 in the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the

members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For S.S. KOTHARI MEHTA & COMPANY Chartered Accountants Firm''s Registration No. 000756N

Sunil Wahal Partner

Membership No. 087294 UDIN: 23087294BGTGUH7177

Place: New Delhi Date: May 24, 2023

---

Mar 31, 2016

Report on the Standalone Financial Statements

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

Management’s Responsibility for the Standalone Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

The Company has not provided interest amounting to Rs.9,49,626/- as required under the provisions of section 16 of Micro, Small and Medium Enterprise Development Act, 2006 in respect of delayed payments to suppliers covered under the said Act. Consequently, the profit for the year ending 31^st March 2016 is overstated to the extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to the possible effects of the matters described in the Basis for Qualified Opinion paragraphs, 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 31^st March, 2016

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016(“the Order'''') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure ''A'' a statement on matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, does not have any adverse effect on the functioning of the company.

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

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(h) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure ''B''; and

(i) 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:

(1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements,

(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, if any, and

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

The Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report to the members of TINNA RUBBER AND INFRASTRUCTURE LIMITED (the Company) for the year ended 31.03.2016. We report that:

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

(b) The Company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies have been noticed on such verification.

(c) As per explanation given to us, the title deeds of immovable properties are held in the name of the Company.

2) As per explanations given to us, inventories have been physically verified by the management at reasonable interval. In our opinion, the frequency of the verification is reasonable and no material discrepancies were noticed on physical verification of stocks as compared to book records.

3) The Company had granted loans to parties aggregating to Rs. 55,00,000/- at the beginning of the year which are covered in the register maintained under section 189 of the Companies Act, 2013. The said parties have an outstanding balance of Rs. NIL as at the end of the year.

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated

(c) There is no overdue amount for more than ninety days as at the end of the year.

4) In our opinion and according to the information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of Companies Act, 2013 in respect of loans, investments, guarantees, and securities granted. In case of corporate guarantees given by the Company to TP Buildtech Private Limited, and Fratelli Wines Private Limited, Shri Kapil Sekhri, a Director in the said Companies was appointed as a director in the Company w.e.f 12th February 2016 to 4^th May, 2016. No fresh corporate guarantee was given during the said period.

5) According to information and explanations given to us, the Company has not accepted any deposits as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Rubber and Rubber Product-waste, Parings and Scrap of Rubber and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have not, however, made a detailed examination of the same.

7) a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales-Tax, Service tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other undisputed statutory dues, except income tax payable amounting to Rs. 1,25,80,142/- and excise duty payable amounting to Rs.32,57,451/- on account of goods destroyed by fire in the month of April and June,2015, which are in arrears as at 31st March, 2016, concerned for a period of more than six months from the date they become payable.

b) According to the records of the Company, the dues outstanding of income tax and other taxes on account of any dispute, are as follows:-

S. No.	Name of Statute	Nature of Dues	Amount (Rs.)	Financial Year	Forum where dispute is pending
1	Income Tax Act, 1961	Income Tax	73,50,358/-	2000-2001	Delhi High Court
2	Income Tax Act, 1961	Income Tax	4,91,962/-	2005-2006	Income Tax Appellate Tribunal
3	Income Tax Act, 1961	Income Tax	4,98,512/-	2006-2007	Income Tax Appellate Tribunal
4	Income Tax Act, 1961	Income Tax	18,12,243/-	2007-2008	Income Tax Appellate Tribunal
5	Income Tax Act, 1961	Income Tax	41,04,979/-	2008-2009	Income Tax Appellate Tribunal
6	Income Tax Act, 1961	Income Tax	41,11,208/-	2005-06 To 2009-10	Commissioner of Income Tax (Appeals), Delhi
7	Service Tax	Service Tax (excluding penalties and interest)	50,12,301/-	01.04.2008 to 30.06.2012	Customs, Excise & Service Tax Appellate Tribunal, Delhi
8	Excise Duty	Excise Duty	5,49,986/-	01.04.2010 to 31.03.2012	Commissioner of Central Excise, Customs & Service Tax (Appeals), Vapi
9	Excise Duty	Excise Duty	1,45,134/-	2011-12	Commissioner of Central Excise (Appeals), Mumbai

8) Based on the information and explanations given to us by the management, the Company has not defaulted in the repayment of loans or borrowing to a Financial Institution, Bank, Government or dues to debenture holders wherever applicable. The balance in working capital limits have exceeded the sanctioned limits from time to time. As explained to us the balance is within the sanctioned limit plus 10% adhoc limit within the powers of the bank.

9) Based on the information and explanations given to us by the management, the Company has not raised any money by way of initial public offer / further public offer and debt instruments. However money raised by way of term loan were applied for the purpose for which the said term loans were obtained.

10) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud / material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

11) In our opinion and according to the information and explanation given to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of this clause of the order are not applicable to the Company and hence not commented upon.

13) As per the information given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

14) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(14) are not applicable to the company and, not commented upon.

15) In our opinion and according to the information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

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

For V.R. Bansal & Associates

Chartered Accountants

Firm Registration No. 016534N

(Rajan Bansal)

Place : Delhi Partner

Dated: 30^th May, 2016 Membership No. 093591

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of TINNA RUBBER AND INFRASTRUCTURE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Basis for Qualified Opinion

The Company has not provided interest amounting to Rs. 7,34,341/- as required under the provisions of section 16 of Micro, Small and Medium Enterprise Development Act, 2006 in respect of delayed payments to suppliers covered under the said Act. Consequently, the profit for the quarter ending 31st March 2015 is overstated to the extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to the possible effects of the matters described in the Basis for Qualified Opinion paragraphs, 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 31,2015;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order, 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 matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

(f) With respect to 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:

(1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No.33 to the financial statements,

(2) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses,

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Tinna Rubber and Infrastructure Limited (the Company)

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

fixed assets.

(b) The Company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies have been noticed on such verification.

2. (a) As per explanations given to us, inventories have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of stocks as compared to book records.

3. (a) The company has granted unsecured loans to two parties aggregating to Rs. 4,55,00,000/- during the year covered in

the register maintained under section 189 of the Companies Act, 2013. The said parties have an outstanding principal balance of Rs. 55,00,000/- as at the end of the year.

(b) In respect of loans granted by the Company, repayment of principal amounts and interest is as per stipulations.

(c) There is no overdue amount of more than rupees one lakh in respect of loan granted to Companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

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

5. According to information and explanations given to us, the company has not accepted any deposits as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Rubber and Rubber Product-waste, Parings and Scrap of Rubber and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have not, however, made a detailed examination of the same.

7. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Sales-Tax, Wealth tax, Service tax, Excise Duty, Custom Duty, Value Added Tax, Cess and any other undisputed statutory dues with the appropriate authorities. Income Tax payable for the financial year 2013-14 due on 30th November, 2014 is outstanding as at the end of the year which has been paid subsequent to the date of Balance Sheet. However, there are no arrears of outstanding statutory dues as at 31st March, 2015, concerned for a period of more than six months from the date they become payable;

(b) According to the records of the Company, the dues outstanding of income tax and other taxes on account of any dispute are as follows:-

S. Name of Statute Nature of Dues Amount (Rs.) Financial No. Year

1. Income Tax Act, 1961 Income Tax 73,50,358/- 2000-2001

2. Income Tax Act, 1961 Income Tax 4,91,962/- 2005-2006

3. Income Tax Act, 1961 Income Tax 4,98,512/- 2006-2007

4. Income Tax Act, 1961 Income Tax 18,12,243/- 2007-2008

5. Income Tax Act, 1961 Income Tax 41,04,979/- 2008-2009

Service Tax 50,12,301/- 01.04.2008 to 6. Service Tax (excluding 30.06.2012 penalties and interest)

7 Excise Duty Excise Duty 5,49 986/- 01.04.2010 to 31.03.2012

S. Name of Statute Forum where No. dispute is pending

1. Income Tax Act, 1961 Delhi High Court

2. Income Tax Act, 1961 Income Tax Appellate Tribunal

3. Income Tax Act, 1961 Income Tax Appellate Tribunal

4. Income Tax Act, 1961 Income Tax Appellate Tribunal

5. Income Tax Act, 1961 Income Tax Appellate Tribunal

Customs, Excise & Service 6. Service Tax Tax Appellate Tribunal, Delhi

7 Excise Duty Commissioner of Central Excise, Customs & Service Tax (Appeals), Vapi

(c) There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and during the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank except with some delays in case of term loans where repayment of two (2) installments aggregating to Rs. 3280962/- and interest of Rs. 1166111/- have been made with delays of 1 to 20 days.

10. The Company has given corporate guarantees for loans taken by others from bank and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company, since as explained to us, the said guarantees are given on behalf of subsidiary and associates companies and are given on account of commercial expediency.

11. Based on the information and explanations given to us by the management, the term loans were applied for the purpose for which the said loans were obtained.

12. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices in India, we have not come across any significant instance of fraud on the company or instance of fraud by the Company, either noticed or reported during the year, except one instance informed by the management regarding remittance of USD 9,000 to a foreign party towards the import of raw material to an unintended fraudulent recipient by Hacking of E mail ID of foreign supplier and giving the Bank details of fraudulent party instead of original supplier. The company has lodged a FIR with the Cyber Cell of Delhi Police in this regard.

For V.R.Bansal& Associates Chartered Accountants Firm Registration No. 016534N

(Rajan Bansal) Place: Delhi Partner Dated: 29/05/2015 Membership No.093591

---

Mar 31, 2014

We have audited the accompanying financial statements of TINNA RUBBER AND INFRASTRUCTURE LIMITED (''the Company'') which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 8/2014 dated 4th April 2014 of the Ministry of Corporate Affairs. This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the 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 qualified audit opinion.

Emphasis of Matter

Without qualifying our opinion, we would like to draw attention to note no 31(iv) regarding corporate guarantee given by the Company to TP Buildtech Private Limited an associate company, which is not in compliance with section 185 of Companies Act, 2013. As per informations given to us, the same has been complied with subsequent to the date of Balance Sheet.

Basis for Qualified Opinion

The Company has provided depreciation on the rates prescribed under Schedule XIV of the Act in respect of its unit in the complex of Manglore Refinery and Petrochemicals Limited (MRPL). However, as per the work order awarded by MRPL, the Company shall transfer Plant and Machinery of the said unit at nominal value of '' 1/- on 05/07/2014. Therefore the depreciation on Plant and Machinery is to be charged on the basis of useful life of the asset i.e. up to 05/07/2014. In view of this, the provision for depreciation is less by Rs.19,76,667/- for the year ending 31st March, 2014 and the profit is overstated to that extent. Consequently, the value of Plant & Machinery and Reserves and Surplus are over stated due to diminution in the value of assets by Rs. 1,45,87,629/- as at 31st March, 2014.

The Company has not provided interest amounting to Rs.4,24,685/- as required under the provisions of Section 16 of the Micro, Small and Medium Enterprise Development Act, 2006 in respect of delayed payments to suppliers covered under the said Act. Consequently, the profit for the year is overstated to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for

Qualified Opinion paragraphs, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Profit and Loss statement, of the profit for the year ended on that date.

c) in the case of 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 the 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 The Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 8/2014 dated 4th April 2014 issued by the Ministry of Corporate Affairs except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory requirements'' section of our report of even date)

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

of its fixed assets

(b) The Company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies have been noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the Company and such disposal has, in our opinion, not affected the going status of the Company.

2. (a) As per explanations given to us, inventories have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

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

(c) In respect of loans taken by the Company, repayment of the principal amounts and interest is as per stipulations:

3. (a) The Company has granted loans of Rs.10,55,00,000/- to three parties covered in the register maintained under

section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.6,44,50,000/- and the year-end balance outstanding was Rs. Nil/-.

(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 interest of the Company. The Company has not charged any interest on loan given to subsidiary Company, since as explained to us, the loan given to subsidiary company is on account of commercial expediency.

(c) In respect of loans granted by the Company, repayment of principal amounts and interest is as per stipulations.

(d) There is no overdue amount of more than rupees one lakh in respect of loan granted to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken loans of Rs.23,99,00,000/- from nine parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.18,81,04,183/- and the year-end balance of loans from such parties was Rs.2,10,00,000/-

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loans have been taken are not prima facie prejudicial to the interests of the Company.

(g) In respect of loans taken by the Company, repayment of the principal amounts and payment of interest is as per stipulations.

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

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need

to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year exceeding Rs.5,00,000/- have been made at price which are reasonable having regard to the prevailing market price at the relevant time. The Company has entered into a lease agreement with the TP Buildtech Private Limited, an associate company @ Rs1/-per month. In our opinion, the said agreement has not been entered at prevailing market rates. As explained to us by the management, the said agreement has been entered on account of commercial expediency.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company during the year has a reasonable internal audit system which requires to be strengthened to make it commensurate with size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the manufacture of Rubber and Rubber Product-waste, Parings and Scrap of Rubber and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the same.

9. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including

Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period more than six months from the date they become payable except Entry tax of Rs. 6,54,355/- and interest and penalty on Cess payment under BPMC (Cess on entry of goods) Rules, 1996 of Rs. 25,61,063/-.

(c) According to the records of Company, the dues outstanding of income-tax and other taxes on account of any dispute are as follows.

S. Name of Statute Nature of Dues Amount (Rs.) No.

1.Income Tax Act, 1961 Income Tax 73,50,358/-

2.Income Tax Act, 1961 Income Tax 4,91,962/-

3.Income Tax Act, 1961 Income Tax 4,98,512/-

4.Income Tax Act, 1961 Income Tax 18,12,243/-

5.Income Tax Act, 1961 Income Tax 41,04,979/-

6.Service Tax Service tax (excluding 50,12,301/-

penalties and interest)

Name of Statute Fin. Year Forum where dispute is pending

Income Tax Act, 1961 2000-2001 Delhi High Court

Income Tax Act, 1961 2005-2006 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2006-2007 Commissioner of Income Tax(Appeals)

Income Tax Act, 1961 2007-2008 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2008-2009 Commissioner of Income Tax (Appeals)

Service Tax 01.04.2008to Appeal to be filed 30.06.2012

10. The Company has no accumulated losses at the end of financial year and it has not incurred cash losses in the current and during the immediate preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank except with some delays in case of term loans where repayment of installments of Rs. 7431314/- and interest of Rs. 2049530/- have been made with delays of 1 to 8 days.

12. According to the information and explanation given to us and based on documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

15. The Company has given corporate guarantees for loans taken by Others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company, since as explained to us, the said guarantees are given on behalf of subsidiary and associates companies are given on account of commercial expediency.

16. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18. The Company has reissued 78800 forfeited equity shares of Rs. 10/- each at a premium of Rs.36/- per equity share to parties covered in register maintain under section 301 of the companies Act 1956. In our opinion, the price at which such shares have been issued are not prejudicial to the interests of the Company.

19. The Company did not have any outstanding debentures during the year

20. The Company has not raised money by way of public issue of shares/debentures in current year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the period that causes the financial statement to be materially misstated.

For V. R. Bansal & Associates

(Chartered Accountants)

Firm Registration No. : 016534N

Rajan Bansal

Place : New Delhi (Partner)

Dated : 29/5/2014 Membership No. : 93591

---

Mar 31, 2013

We have audited the accompanying financial statements of TINNA RUBBER AND INFRASTRUCTURE LIMITED ("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 ended on that date annexed thereto 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 and financial performance and cash flows of the company in accordance with accounting principles generally accepted in India, including 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 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 qualified audit opinion.

Basis for Qualified Opinion

The Company has provided depreciation on the rates prescribed under Schedule XIV of the Act in respect of its unit in the complex of Mangalore Refinery and Petrochemicals Limited (MRPL). However, as per the work order awarded by MRPL, the Company shall transfer plant and machinery of the said unit at a nominal value of Rs. 1/- on 05/07/2014. Therefore the depreciation on plant and machinery is to be charged on the basis of useful life of the asset i.eupto 05/07/2014. In view of this, the provision for depreciation is less by Rs. 19,74,422/- for the year ending 31st March 2013, and the profit is overstated to that extent. Consequently, the value of Plant and Machinery and Reserve and Surplus are overstated due to diminution in the value of assets by Rs. 1,26,10,962/- as at 31st March 2013.

The Company has not provided interest amounting to Rs. 46,688/- as required under the provisions of section 16 of the Micro, Small and Medium Enterprise Development Act, 2006 in respect of delayed payments to suppliers covered under the said Act. Consequently, the profit for the year is overstated to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraphs, 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 statement, of the profit for the year ended on that date.

c) In the case of 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 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 the 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 The Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph;

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 TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory requirements'' section of our report of even date)

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

(b) The Company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies have been noticed on such verification.

(c) ''The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the Company and such disposal has, in our opinion, not affected the going status of the Company.

2. (a) As per explanations given to us, inventories have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its 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. (a) The Company has granted loan of Rs. 39,50,000/- to BGK Infrastructure Developers Private Limited, a subsidiary Company, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 39,50,000/- and the year-end balance outstanding was Rs. 39,50,000/-.

(b) The Company has not charged any interest on loan given to subsidiary Company. In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans have been given are not prima facie prejudicial to the interests of the Company, since as explained to us, the loan given to subsidiary company is on account of commercial expediency.

(c) There is no stipulation with regard to repayment of principal amount and payment of interest in respect of loan given by the Company. No interest has been charged on such account.

(d) There is no overdue amount of more than rupees one lakh in respect of loan granted to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken loans of Rs. 8,32,00,000/- from eight parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,55,63,730/- and the year-end balance of loans from such parties was Rs. 1,91,63,161/-.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loans have been taken are not prima facie prejudicial to the interests of the Company.

(g) In respect of loans taken by the Company, repayment of the principal amounts and payment of interest is as per stipulations.

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

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year exceeding Rs. 5,00,000/- have been made at price which are reasonable having regard to the prevailing market price at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company during the year has a reasonable internal audit system which requires to be strengthened to make it commensurate with size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the manufacture of Rubber and Rubber Product-waste, Parings and Scrap of Rubber and are of the opinion that prima facie, the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the records with a view to satisfy ourselves that the records are complete and correct.

9. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess at the end of the period ending 31st March 2013 for a period more than six months from the date they become payable except Entry tax of Rs 2,62,716/- and interest and penalty on Cess payment under BPMC (Cess on entry of goods) Rules, 1996 of Rs. 25,61,063/-.

(b) According to the records of Company, the dues outstanding of income-tax and other taxes on account of any dispute are as follows.

S. Name of Statute Nature of Dues Amount (Rs.) No.

1. Income Tax Act, 1961 Income Tax 73,50,358/-

2. Income Tax Act, 1961 Income Tax 4,91,962/-

3. Income Tax Act, 1961 Income Tax 4,98,512/-

4. Income Tax Act, 1961 Income Tax 18,12,243/-

5. Income Tax Act, 1961 Income Tax 41,04,979/-

Name of Statute Fin. Year Forum where dispute is pending

Income Tax Act, 1961 2000-2001 Delhi High Court

Income Tax Act, 1961 2005-2006 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2006-2007 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2007-2008 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2008-2009 Commissioner of Income Tax (Appeals)

10. The Company has no accumulated losses at the end of financial year and it has not incurred cash losses in the current and during the immediate preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year.

12. According to the information and explanation given to us and based on documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

15. Based on our examination of records and according to the information and explanation given to us, the Company has not given guarantee for loans taken by others from bank or financial institutions, which are prejudicial to the interests of the Company.

16. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and an overall examination of the balance sheet of the Company, short term borrowings of Rs. 5,51,63,161/- has been utilized for the purchase of tangible assets. As explained to us, such short term borrowings were obtained on a temporary basis pending sanction of term loan from Syndicate Bank.

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

19. The Company did not have any outstanding debentures during the year

20. The Company has not raised money by way of public issue of shares/debentures in current year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the period that causes the financial statement to be materially misstated.

For V. R. Bansal & Associates

(Chartered Accountants)

Firm Registration No. : 016534N

Rajan Bansal

Place : New Delhi (Partner)

Dated : 29/5/2013 Membership No. : 93591

---

Mar 31, 2012

1. We have audited the annexed Balance Sheet of M/s. TINNA OVERSEAS LIMITED as at 31st March, 2012 and the statement of profit and loss of the company and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of our audit except documents in support of fair value of the sale of shares {Refer Note No. 14 (iv)};

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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

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

d) In our opinion, the balance sheet, profit & loss account and cash flow statement, dealt with by this report, comply with the accounting standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956 except in case of AS-6 as mentioned in point no. f;

e) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) Attention is drawn to

Note no. 13 (a) regarding non- provision of higher depreciation on the basis of limits on the use of the assets upto 05.07.2014 and accordingly non-provision of Rs. 1,06,36,540/- due to diminution in value of Assets at MRPL unit

Effect of the above point on statement of profit and Loss and balance sheet is that:

(i) Total profits for the year are overstated to the extent of:

(a) Non-provision of diminution in value of plant ofRs. 10,78,851/-

(ii) Total fixed assets and reserves & surplus are overstated to the extent of:

(b) Non-provision of diminution in value of plant ofRs. 1,06,36,540/-

g) Subject to the above, in our opinion and to the best of our information and according to explanations given to us, the said balance sheet, statement of profit and loss and cash flow statement read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:- i) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2012;

ii) in the case of the statement of profit and loss, of the profit of the company for the year ended on that date; and

iii) in the case of cash flow statement, of the cash flows of the company for the year ended on that date.

Annexure referred to in paragraph 3 of our report to the members of M/s TINNA OVERSEAS LIMITED on the accounts as at and for the period ended 31st March, 2012 that;

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

(b) The company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies have been noticed on such verification.

(c) During the year, the company has not disposed off major part of the assets. According to the information and explanations given to us, we are of the opinion that the surrender of leasehold land and written off of Jatropha Plantation at Tuljapur unit has not affected the going concern status of the company.

2. (a) As per explanations given to us, inventories have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

(b) 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 inventory records, in our opinion, the company has maintained proper records of inventories. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The company has granted loan ofRs. 31,50,000/- to one party covered in the register maintained under section 301 of Companies Act, 1956. The maximum amount involved during the year is Rs. 31,50,000/- and year-end balance outstanding was Rs. 31,50,000/-

(b) Based on our examination, rate of interest and other terms & conditions of loans given by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company except non- recovery of interest.

(c) There is no stipulation of receipt of principal amount and interest on loans granted by the company, accordingly, clause 4(iii) (d) of the Companies (Auditors Report) Order, 2003 is not applicable to the company

(e) The company has taken loans ofRs. 5,99,35,000/- from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3,56,61,770/- and the year-end balance of loans from such parties was Rs. 3,25,72,097/-.

(f) The company has paid interest on loans taken from parties covered in the register maintained u/s 301 of the Companies Act, 1956. However, rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the company

(g) There is no stipulation of repayment of loans and interest

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventories, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered; and

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year exceeding Rs. 5,00,000/- have been made at prices on which we are reasonable, except in case of sale of shares we are unable to comment in absence of any document in support of its fair value

6. In our opinion and according to the information given to us, the company has not accepted any deposits from the public under section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the company during the year has a reasonable internal audit system which requires to be strengthened to make it commensurate with size and the nature of its business.

8. We have broadly reviewed the cost records of the company and are of opinion that, prima facie, the accounts and records prescribed under clause (d) sub section (I) section 209 of the Companies Act, 1956 have been maintained. However, we have not made a detailed examination of the records with a view to satisfy ourselves that the records are complete and correct.

9. (i) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax/ value added tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it, except few cases of late deductions and depositions of TDS and late depositions of ESI/PF, advance income tax & sales tax/ value added tax.

(ii) According to the information and explanations given to us, no undisputed amount outstanding payable in respect of income tax, sales tax/ vat, wealth tax, service tax, custom duty, excise duty, cess, at the end of the period ending 31st March, 2012 for a period more than six months from the date they become payable except wealth tax of Rs. 5,63,987/-, income tax ofRs. 71,574/- and interest & penality on Cess payment under BPMC (cess on entry of goods) Rules, 1996 ofRs. 25,61,063/-

(iii) According to the information and explanations given to us there are no dues of value added tax, income tax, custom duty, wealth tax, excise duty, service tax and cess which have not been deposited on account of any dispute, except the following:

S. Name of Statute Nature of dues Amount (Rs.) No.

1. ESI Corporation Additional demand 396,629/-

2. Haryana VAT Increase in rate of Levy 1,002,579/-

3. Income Tax Act, 1961 Income Tax 7,350,358/-

Name of Statue Fin. Year Forum where dispute is pending

ESI Corporation 1999-2000 Regional Director, Faridabad

Haryana VAT 2010-2011 Haryana tax tribunal

Income Tax Act, 1961 2000-2001 Delhi High Court

10. The company does not have any accumulated losses as at end of accounting period nor has incurred any cash losses in the accounting period covered under audit and in the immediate preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institutions or banks.

12. In our opinion and according to the information and explanation given to us that the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion the company is not dealing in or trading of shares / securities / debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. Based on our examination of records and according to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions, which are prejudicial to the interest of the company.

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

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short term basis have not been utilized for long term investment.

18. According to the information and explanation given to us the company has not made any preferential allotment, accordingly the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. According to the information and explanation given to us the company has not issued any debenture, accordingly the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20. According to the information and explanation given to us the company has not raised money by public issue during the year, accordingly the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According the information and explanation given to us, no fraud on or by the company has been noticed or reported during the period that causes the financial statement to be materially misstated.

For Rawla & Company

(Chartered Accountants)

Firm Regn. No. 001661N

CA Hardeep Singhal New Delhi (Partner)

August 27, 2012 M. No. 505618

---

Mar 31, 2010

1. We have audited the annexed Balance Sheet of M/s.TINNA OVERSEAS LIMITED as at 31st March, 2010 and the profit and loss account of the company and also the cash flow statement lor the period ended on that date annexed thereto These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the companies (Auditors Report) Order, 2003, as amended by the companies (Auditors Report) (Amendment) Order 2004 issued by the Centra! Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 and 5, to the extent applicable to the company, of the said order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

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

d) In our opinion, the balance sheet, profit & loss account and cash flow statement, dealt with by this report, comply with the accounting standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956,;

e) On the basis of written representation received from the directors, as on 31st March 2010 and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act. 1956;

f) In our opinion, and to the best of our information and according to explanations given to us,

Subject to Note No. 18 of Notes to Accounts, the said balance sheet, profit & loss account and cash flow statement read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view In conformity with accounting principles generally accepted in India:-

i) in the case of the balance sheet, of the state of affairs of the Company for the period ended 31st March, 2010;

ii) in the case of the profit and loss account of the profit of the company for the period ended on that date; and

iii) in the case of cash flow statement, of the cash flows of the company for the period ended on that data.



ANNEXURETOTHE AUDITORS REPORT

Annexure referred to in paragraph 3 of our report to the members of M/S TINNA OVERSEAS LIMITED on the accounts as at and for the period ended 31st March. 2010 that;

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

(b) The company has a phased periodical programme of physical verification of ah fixed assets, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies have been noticed on such verification.

(c) During the year, the company has not disposed off major part of (he assets

2. (a) As per explanations given to us, inventories have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

(b) 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 inventory records, in our opinion, the company has maintained proper records of inventories. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The company had granted loans to two companies covered in the register maintained under section 301 of Companies Act, 1956. The maximum amount involved during the year was Rs 1,06,09.166/- and the year end balance of loans granted to such companies was Rs 55,42,315/-

(b) Based on our examination, rate of interest and other terms & conditions of loans given by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company

(c) There is no stipulation of receipt of principal amount and interest on loans granted by the company, accordingly, clause 4(iii) (d) of the Companies (Auditors Report) Order 2003 is not applicable to the company,

(e) The company has taken loans from two companies covered in the register maintained under section 301 of the Companies Ac!, 1956. The maximum amount involved during the year was Rs 1,25,00,000/- and the year end balance of loans granted to such companies was Nil.

(f) The company has not paid any interest on loans taken from companies covered in the register maintained u/s 301 of the Companies Ac 1956. However, other terms and conditions on which loans have been taken from companies firms or other parties listed in the register maintained under section 301 of the Companice Act, 1956 are not prima facie, prejudicial to the interest of the company

(g) There is no stipulation of repayment of loans and interest

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventories, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered; and

(b) In our opinion and according to the information and explanations given to us, no transactions are made in pursuance of contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1961.

6. In our opinion and according to the information given to us, the company has not accepted any deposits from the public under section 58A ,58AA or any- other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. in our opinion, the company has reasonable internal audit system which requires to be strengthened to make it commensurate with size and the nature of its business.

8. We have broadly reviewed the cost records of the company and are of opinion that, prima facie, the accounts and records prescribed under clause (d) sub section (I) section 209 of the Companies Act, 1956 have been maintained. However, we have not made a detailed examination of the records with a view to satisfy ourselves that the records are complete and correct.

9. (i) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it, except advance income tax/ tds and at few occasions of provident fund, employees state insurance & value added tax.

(ii) According to the information and explanations given to us, no undisputed amount outstanding payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess, at the end of the period ending 31st March, 2010 for a period more than six months from the date they become payable except wealth tax of Rs 5,63,987/-

(iii) According to the information and explanations given to us there are no dues of value added tax, income tax, custom duty, wealth tax, excise duty, service tax and cess which have not been deposited on account of any dispute, except the following:

Name of Nature of Amount Fin, Forum Statute dues Year where dispute Is pending

1. Sales Tax Additional 1,54,310/- 2002- Assessing demand 2003 Officer Ward-106, New Delhi

2. ESI Additional 3,96,629/- 1999- Regional Corporation demand 2000 Director Faridabad,

10. The company does not have any accumulated losses as at end of accounting period nor has incurred any cash losses in the accounting period covered under audit and in the immediate preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institutions or banks.

12. In our opinion and according to the Information and explanation given to us that the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4{xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion the company is not dealing in or trading of shares / securities / debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. Based on our examination of records and according to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions, which are prejudicial to the interest of the company.

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

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short term basis have not been utilized for long term investment.

18. According to the information and explanation given to us the company has not made any preferential allotment, accordingly the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. According to the information and explanation given to us the company has not issued any debenture, accordingly the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20. According to the information and explanation given to us the company has not raised money by public issue during the year, accordingly the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According the information and explanation given to us, no fraud on or by the company has been noticed or reported during the period that causes the financial statement to be materially misstated.



For Rawla & Company

Chartered Accountants

FRN No. 001661N

CAY.P. Rawla

New Delhi (Partner)

July 29, 2010 M. No. 10475

---

Mar 31, 2009

1. We have audited the annexed Balance Sheet of M/s.TINNA OVERSEAS LIMITED as at 31st March, 2009 and the profit and loss account of the company and also the cash flow statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies (Auditors Report) Order, 2003, as amended by the companies (Auditors Report) (Amendment) Order 2004 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 a statement on the matters specified in paragraphs 4 and 5, to the extent applicable to the company, of the said order.

Further to our comments in the annexure referred to in the above paragraph, we report that;

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us ;

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

d) In our opinion, the balance sheet, profit & loss account and cash flow statement, dealt with by this report, comply with the accounting standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956,;

e) On the basis of written representation received from the directors, as on 31 st March 2009 and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to explanations given to us, the said balance sheet, profit & loss account and cash flow statement read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair vjew in conformity with accounting principles generally accepted in India:-

i) in the case of the balance sheet, of the state of affairs of the company for the period ended 31st March, 2009;

ii) in the case of the profit and loss account of the profit of the company for the period ended on that date; and

iii) in the case of cash flow statement, of the cash flows of the company for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 1 of our report to the members of M/S TINNA OVERSEAS LIMITED on the accounts as at and for the period ended 31st March, 2009 that;

1. The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. The company has a phased periodical programme of physical verification of all fixed assets, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies have been noticed on such verification.

2. (a) As per explanations given to us, inventories

have been physically verified by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable.

(b) 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 inventory records, in our opinion, the company has maintained proper records of inventories. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The company has not taken any loan from

companies covered in the register maintained under section 301 of the Companies Act, 1956. The company had granted loans to three companies, (including two subsidiaries) covered in the register maintained under section 301 of Companies Act, 1956 The maximum amount involved during the year was Rs. 12,41,03,137/- and the year end balance of loans granted to such companies was Nil.

(b) Based on our examination, rate of interest and other terms & conditions of loans given by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company except interest on loans and advances given to two companies, which are subsidiaries of the company, were not provided in view of the Accounting Policy No. 9 (b) and Note No. 2.

(c) Based on our examination, amounts given to two subsidiaries of the company were settled vide Order of Company Law Board, New Delhi dated 09/06/2009 effective from 05/01/2009 with reference to Petition No. 17/2008 dated 14.05.2008. (Refer Note No. 2)

(d) There is no overdue amount of loans taken from or granted to companies, firms or her parties listed in the register maintained under section 301 of the Companies Act, 1956

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventories, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

5. In our opinion:

(a) All the transactions that are required to be entered in the register maintained u/s 301 of the Companies Act, 1956 are so entered; and

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable, having regard to the prevailing market prices.

6. In our opinion and according to the information given to us, the company has not accepted any deposits from the public under section 58A ,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules ,1975.

7. In our opinion, the company has reasonable internal audit system which requires to be strengthened to make it commensurate with size and the nature of its business.

8. We have broadly reviewed the cost records of the company and are of opinion that, prima facie, the accounts and records prescribed under clause (d) sub section (I) section 209 of the Companies Act, 1956 have been maintained. However, we have not made a detailed examination of the records with a view to satisfy ourselves that the records are complete and correct.

9. (i) The company is regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it, except at few occasions of provident fund & employees state insurance.

(ii) According to the information and explanations given to us, no undisputed amount outstanding payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess, at the end of the period ending 31st March, 2009 for a period more than six months from the date they become payable except wealth tax of Rs. 5,63,987/-

(iii) According to the information and explanations given to us there are no dues of sales tax, income tax , custom duty , wealth tax, excise duty , service tax and cess which have not been deposited on account of any dispute, except the following:

Name of Nature of Amount Fin. Forum Statute dues Year where dispute is pending

1. Sales Tax Additional 154310 2002- Assessing demand 2003 Officer Ward-106, New Delhi

2. ESI Additional 396629 1999- Regional Corpo ration demand 2000 Director Faridabad,



10. The company does not have any accumulated losses as at end of accounting period nor has incurred any cash losses in the accounting period covered under audit and in the immediate preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institutions or banks.

12. In our opinion and according to the information and explanation given to us that the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion the company is not dealing in or trading of shares / securities / debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. Based on our examination of records and according to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions, which are prejudicial to the interest of the company.

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

17. According to the information and explanation given to us and an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short term basis have not been utilized for long term investment.

18. According to the information and explanation given to us the company has not made any preferential allotment, accordingly the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. According to the information and explanation given to us the company has not issued any debenture, accordingly the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20. According to the information and explanation given to us the company has not raised money by public issue during the year, accordingly the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According the information and explanation given to us, no fraud on or by the company has been noticed or reported during the period that causes the financial statement to be materially misstated.

For Rawla & Company

Chartered Accountants

CAYP Rawla

New Delhi (Partner)

August 28, 2009 M. No. 10475