TPI India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying financial statements of TPI INDIA LIMITED (the "Company"), which comprise the Balance
Sheet as of March 31, 2025, the Statement of Profit and Loss (including other Comprehensive Income), statement of Cash
Flows for the year ended, and statement of change in equity and notes to the financial statement including a summary of
material accounting policies and other explanatory information (hereinafter referred to as "financial statements".)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act, and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit
and its cash flows for the year ended on that date, except for the basis mentioned in the "Basis for Qualified Opinion"
paragraph below.

Basis for Qualified Opinion

We draw your attention that the: -

1. 1The Company was yet to deposited ''3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 1997-98
to "Investor Education and Protection Fund".

We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA" s) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide
a basis for our audit opinion on the financial statements.

Material Uncertainty Related to Going Concern

We draw your attention to Note No. 9 & 10 of the Ind AS Financial Statements which indicates that the company has
accumulated losses and its net worth has been completely eroded & become negative. These events or conditions
indicate that material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going
concern. However, the IND AS Financial Statements of the Company have been prepared on a going concern basis as the
management is confident of improvement in its financial position in the near foreseeable future''.

Key Audit Matters

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

Key Audit Matters	How our audit addressed the key audit matter
Appropriateness of Going Concern:	• We have discussed the matter with	management and
The management is in firm opinion to continue the going concern assumption & accordingly the financial statements for the year ended 31st March 2025 are prepared on going concern basis despite company''s "Negative Net worth".	evaluated their measures to improve the position of the company. • Considered the impact of Settlement of Long Outstanding Deferred Sales Tax Dues, which are settled under the
	amnesty scheme introduced by of Maharashtra.	the Government

Emphasis of Matter

We draw attention to the following:

1) The trade payables have been bifurcated into MSME and others and further classified into disputed or undisputed
based solely on the management''s assessment. However, no audit evidence has been provided in support of
such classification. In the absence of adequate audit evidence, we are unable to comment on the accuracy and
completeness of such classification and its potential impact on the liabilities and related disclosures

Our Opinion in not modified on the above stated matter

Responsibilities of Board of Directors and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance
including other comprehensive income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India including the 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 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.

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

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

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

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

• Obtain an understanding of internal financial 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 system in place and the operating effectiveness of
such controls.

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

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the 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 in terms
of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of
the Order.

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

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

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

c) The financial statement dealt with by this report is in agreement with the relevant books of account.

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

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

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

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

i. The Company has no pending litigations which would impact on its financial position which are not disclosed
in the financial statements.

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

iii. There are no amounts except the amount mentioned in point no 2 of basis of Qualified opinion para, that are
required to be transferred, to the Investor Education and Protection Fund by the Company

iv. a) The management has represented that, to the best of it''s knowledge and belief, other than as disclosed

in the notes to the accounts, 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 it''s knowledge and belief, other than as disclosed
in the notes to the accounts, 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 which we considered reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused them to believe that the representations under sub¬
clause (i) and (ii) contain any material mis-statement.

v. No Dividends has been declared by the company during the financial year

vi. Based on our examination which included test checks, the company has used an accounting software for
maintaining its books of account for year ended 31st March 2025 which has a feature of recording audit trail
(edit log) facility as per Proviso to Rule 3(l) of the Companies (Accounts) Rules, 2014 but the same was not
operational during the year for all relevant transactions recorded in the software.

h) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act, in our opinion
and according to the information and explanations given to us, the company has paid managerial remuneration
within the limit prescribed by section 197 for maximum permissible managerial remuneration provided to the
directors of the company.

For Jain Jagawat Kamdar & Co
Chartered Accountants

Firm''s Registration No: 122530W

CA Chandra Shekhar Jagawat
Partner

Membership No: 116078
UDIN: 24116078BKATZW3962
Place: Mumbai
Date: May 27, 2025

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Mar 31, 2024

We have audited the accompanying financial statements of TPI INDIA LIMITED (the "Company"), which comprise the Balance Sheet as of March 31, 2024, the Statement of Profit and Loss (including other Comprehensive Income), statement of Cash Flows for the year ended, and statement of change in equity and notes to the financial statement including a summary of material accounting policies and other explanatory information (hereinafter referred to as "financial statements".)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit and its cash flows for the year ended on that date, except for the basis mentioned in the "Basis for Qualified Opinion" paragraph below.

Basis for Qualified Opinion

We draw your attention that the: -

1. Company has taken interest free unsecured loans from the Directors and Other parties. The loan agreements & terms were not available for verification. In the absence of sufficient and appropriate audit evidence about the terms and condition of the loan taken, we are unable to comment on the same. Further, resolutions validating such transaction as required u/s 180 (1) (c) of Companies Act 2013 are not produced before us, till the date of signing this audit report.

2. The was yet to deposited Rs 3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 1997-98 to "Investor Education and Protection Fund".

We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA" s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Material Uncertainty Related to Going Concern

We draw your attention to Note No. 9 & 10 of the Ind AS Financial Statements which indicates that the company has accumulated losses and its net worth has been completely eroded & become negative. These events or conditions indicate that material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going concern. However, the IND AS Financial Statements of the Company have been prepared on a going concern basis as the management is confident of improvement in its financial position in the near foreseeable future''.

Emphasis of Matter

1. We would like to draw your attention that the company has sold Land & Building for the consideration of Rs.2,25,00,000/-and the net profit of Rs.2,13,13,306/- has been transferred to extraordinary income in profit and loss account.

2. We would like to draw your attention that the company has booked exceptional expenses of Rs.10,67,000/- towards relisting of securities during the current financial year.

3. We would like to draw your attention that the company has made prior period provision of gratuity expenses of Rs.16,15,188/- during the current financial year.

Key Audit Matters

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

Key Audit Matters	How our audit addressed the key audit matter
Appropriateness of Going Concern: The management is in firm opinion to continue the going concern assumption & accordingly the financial statements for the year ended 31st March 2024 are prepared on going concern basis despite company''s "Negative Net worth".	• We have discussed the matter with management and evaluated their measures to improve the position of the company. • Considered the impact of Settlement of Long Outstanding Deferred Sales Tax Dues, which are settled under the amnesty scheme introduced by the Government of Maharashtra.
basis despite company''s "Negative Net worth".	Dues, which are settled under the amnesty scheme introduced by the Government of Maharashtra.

Responsibilities of Board of Directors and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the 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 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.

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

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

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

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

• Obtain an understanding of internal financial 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 system in place and the operating effectiveness of such controls.

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

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

up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 ssinterest 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The financial statement dealt with by this report is in agreement with the relevant books of account.

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

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

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

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

i. The Company has no pending litigations which would impact on its financial position which are not disclosed in the financial statements.

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

iii. There are no amounts except the amount mentioned in point no 2 of basis of Qualified opinion para, that are required to be transferred, to the Investor Education and Protection Fund by the Company

iv.

a) The management has represented that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, 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 it''s knowledge and belief, other than as disclosed in the notes to the accounts, 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 which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under subclause (i) and (ii) contain any material mis-statement.

v. No Dividends has been declared by the company during the financial year

vi. 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 as per Proviso to Rule 3(l) of the Companies (Accounts) Rules, 2014 but the same was not operational during the year for all relevant transactions recorded in the software.

As proviso to Rule 3(l) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 1l(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

h) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the company has paid managerial remuneration within the limit prescribed by section 197 for maximum permissible managerial remuneration provided to the directors of the company.

For Jain Jagawat Kamdar & Co

Chartered Accountants

Firm''s Registration No: 122530W

CA Chandra Shekhar Jagawat

Partner

Membership No: 116078

UDIN: 24116078BKATZW3962

Place: Mumbai

Date: May 30, 2024

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Mar 31, 2023

We have audited the accompanying financial statements of TPI INDIA Limited(the "Company"), which comprise the Balance Sheet as of March 31, 2023, the Statement of Profit and Loss (including other Comprehensive Income), and the statement of Cash Flows ended on that date, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the afore said financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit and its cash flows for the year ended on that date, except for the basis mentioned in the "Basis for Qualified Opinion" paragraph below.

Basis for Qualified Opinion:

We draw your attention that the company: -

(1) has taken interest free unsecured loans from the Directors and Other parties. The loan agreements & terms were not available for verification. In the absence of sufficient and appropriate audit evidence about the terms and condition of the loan taken, we are unable to comment on the same. Further, resolutions validating such transaction as required U/s 180 (1) (c) of Companies Act 2013 are not produced before us, till the date of signing this audit report.

(2) has send proposal to settle the long outstanding creditors of Rs 540.18 Lakhs as on 31stMarch 2023 with mutual agreement, however agreement pertaining to that is under process and balance confirmations evidencing their outstanding balances was also not available hence we are unable to comment on the balance stated as on 31stMarch 2023 in the financial statement in absence of Final Agreement.

(3) has not deposited Rs 3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 1997-98 to "Investor Education and Protection Fund".

(4) has provided the gratuity liability under "Provision for Gratuity" as per management''s working which required to be evaluated by Registered Actuaries.

(5) has not maintained MSME creditors data for the year as required under MSME Act and therefore we are unable to comment on the payables pertaining to MSME creditors.

(6) Is yet to comply with Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") which mandates a listed entity to comply with the Minimum Public Shareholding("MPS") requirements specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 due to pledged with secured landersand other listing compliances.

(7) has not appointed Internal Auditor as required under section 138 of the Companies Act, 2013.

We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA" s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor¹ sResponsibilitiesfortheAuditoftheFinancialStatementssectionofourreport.Weareindependent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAl") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl¹ s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Material Uncertainty Related to Going Concern

We draw your attention to Note No. 9 & 10 of the Ind AS Financial Statements which indicates that the company has accumulated losses and its net worth has been completely eroded & become negative. These events or conditions indicate that material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going concern. However, the IND AS Financial Statements of the Company have been prepared on a going concern basis as the management is confident of improvement in its financial position in the near foreseeable future¹ •

Emphasis of Matter

1. We draw your attention to Note No. 13 of the Ind AS Financial Statements, SICOM Limited, a holding company of SICOM investment and finance Limited (SIFL), has accepted the Company''s proposal for One Time Settlement (OTS) of outstanding loan amounts. As per the approval letter, the Company is required to make payment of Rs 7,00,00,000/- in two instalments. The Company has complied with the terms of OTS during the stipulated period and received "No dues certificate" Dated 25th January 2023. As per the No dues certificate the outstanding loan of Rs. 20,60,00,000/- (including Loan amount transferred to 9% Redeemable preference share and proposed allotment of equity share) was settled at Rs. 7,00,00,000/- and Balance Loan amount of Rs. 13,60,00,000/- transferred to Profit & Loss account.

2. We draw your attention to Note No. 16 of the Ind AS Financial Statements, During the year the MVAT department introduced the amnesty scheme for old Sales tax dues, wherein the company had total sales tax dues including interest to the tune of Rs. 3,41,53,586/-. The company took the opportunity and settled the dues as per the scheme as per the agreed amount and balance of Rs. 2,66,25,916/-transferred to extraordinary income in profit and loss account.

Key Audit Matters

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

Key Audit Matters

How our audit addressed the key audit matter

Appropriateness of Going Concern: The management is in firm opinion to continue the going concern assumption & accordingly the financial statements for the year ended 31st March 2023 are prepared on going concern basis despite company''s "Negative Net worth".

• We have discussed the matter with management and evaluated their measures to improve the position of the company. • Considered the reduction in accumulated losses arising due to the success of the management in "One Time Settlement" proposal with SICOM(Refer Point 1. of Emphasis of Matters Para) • Considered the impact of Settlement of Long Outstanding Deferred Sales Tax Dues, which are settled under the amnesty scheme introduced by the Government of Maharashtra.

Responsibilities of Management and Those Charged with Governance 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 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 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 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.

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

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

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

• Obtain an understanding of internal financial 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 system in place and the operating effectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the standalonefinancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalonefinancial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The standalone financial statement dealt with by this report is in agreement with the relevant 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 Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

i. The Company has no pending litigations which would impact its financial position which are not disclosed in the standalone financial statements; except for those mentioned in Annexure A below

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

iii. Company has not deposited Rs. 3.17 lakhs "Unpaid Dividend" amount pertains to FY1995-96, 1996-97 and 1997-98 in " Investor Education and protection fund".

iv. a) The management has represented that, to the best of it''s knowledge and belief, other than as

disclosed in the notes to the accounts, 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 it''s knowledge and belief, other than as disclosed in the notes to the accounts, 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 which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement

v. No Dividends has been declared by the company during the financial year

h) With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the company has paid managerial remuneration within the limit prescribed by section 197 for maximum permissible managerial remuneration provided to the directors of the company.

For Jain Jagawat & Kamdar & Co.

Chartered Accountants

Firm Registration No. 122530W

CA Chandrashekhar Jagawat

Partner

M No. 116078

UDIN: 23116078BGQLEC1609

Mumbai, May 30th, 2023

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements: ''

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

Basis for Qualified Opinion:

(1) The Trade Receivables, Trade Payables, Current and Non current Liabilities, Loans and Advances given and taken are subject to confirmation, reconciliation and adjustments, if any. No provision has been made for doubtful Trade Receivables and Loans and Advances, if any, arising out of confirmation and reconciliation.

(2) Interest on differed Sales Tax Liability of Rs. 85.93 lacs have not been provided in the accounts as stated in Notes No. 26 (23).

The amount of (1) above cannot be ascertained precisely. The effect of the (2) above will be to reduce the profit and Reserve by Rs. 85.93 lacs.

Qualified Opinion:

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the Basis for Qualified Opinion paragraph and subject to Note No. 26(3) and 23 of Notes to Accounts and read together with other notes thereon, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

Emphasis of Matter Paragraphs and Other Matter Paragraphs:

We draw attention to Note 26(3) to the financial statements which deal with non provision for doubtful Trade Receivables and Loans and Advances. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of 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 AUDITOR''S REPORT.

Referred to in paragraph 3 of the Auditor''s Report to the Members of TPI INDIA LIMITED on the financial statements for the year ended 31st March, 2014.

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its Fixed Assets.

2. (a) The Inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure 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 the business.

(c) Proper records of Inventory has been maintained by the Company. The Discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

3. [A] In respect of Unsecured Loans, taken by the Company from Companies, Firms or Other Parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We Report that:-

(a) The Company has taken unsecured loans from 1 (5) parties aggregating to Rs 67,17,127/-, (3,23,1 2,127/-) at the year end. The Maximum amount involved during the year was Rs.86,17,127/- (5,54,97,1 27/-)

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima -facie prejudicial to the interest of the company.

(c) In respect of loans taken by Company, Company is generally regular in repayment of principal amount and interest thereon.

[B] The Company has not granted any Loan Secured or Unsecured to any of the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (iii) (a ) to (g) of para 4 of the Companies (Auditor''s report) Order, 2003 are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sales of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control.

5. (a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered intoin the register maintained under Section 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 arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- (Rupees Five Lacs Only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

6. The Company has accepted certain deposits from public for which the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under have not been complied with. For the above referred accepted deposits, company has not complied with the provision like advertisement in news paper, filing of annual return, maintaining the liquid assets, rate of interest and the limit upto which the deposits can be accepted from the public. We were explained that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal for the above said defaults.

7. In our opinion, the internal audit function carried out during the period by a firm of Chartered Accountants appointed by the management are generally commensurate with the size of the company and the nature of its business.

8. Maintenance of Cost records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the cost records maintained by the Company and are of the opinion that the same is required to be improved. We have however not made a detailed examination of the Coat records with a view to determine whether they are accurate or complete.

9. (a) According to the record of the Company, undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Income Tax, Sales Tax, Service Tax, Excise Duty have not been deposited within stipulated time with the appropriate authorities. According to the information and explanations given to us, the arrears of outstanding statutory dues as at the last day of the financial concern for a period of more than six months from the date becoming payable are mentioned below:

(b) i) The undisputed statutory dues are as follows:-

Sr.No. Nature of Dues Financial Year Amount Remarks

1 Central Sales Tax 2002-03 28,69,602/- Relief sought under BIFR 2012-2013 1,07,983 Scheme

2 Deferred Sales Tax 91-92,92-93 2,47,97,881/- -Do- '' etc.

3 Unpaid Dividend 95-96,96-97, 3,17,429/- - 97-98

i) The disputed statutory dues aggregating to Rs. 2568.27lacs that have not been provided and deposited on account of disputed matter pending before appropriate authorities are as under:

Name of the Nature of Amount of Dues Period to which Forum at Statue Dues the amount whichis relates dispute pending Sales Tax VAT & CST 1760.33 Lacs 1994-95 to 04-05 CST (A) Act

Custom-DGFT Duty 807.94 94-95 to 99-00 DGFT-Delhi

10. The Company has accumulated losses as on 31st March, 2013 which is more than its net worth. The Company has not incurred cash loss during the current Financial Year, and in the immediately preceding Financial Year.

11. Based on our audit procedure and according to the information and explanation given to us, we state that there are delay in repayment of dues and interest to bank and financial institutions.

12. In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provision of clause 4 (xii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

14. The Company is not dealing/ trading in shares, securities and debentures. Accordingly the provision of clause 4 (xiv)of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company. All investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from Banks and Financial Institutions. Accordingly the provision of clause 4 (xiv) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

16. According to information and explanations given to us, the Company has not applied during the year the term loans for the purpose for which they were obtained.

17. According to the Cash Flow statement on the Balance Sheet date and records examined by us and according to the information and explanation given to us, on overall basis, we are of the opinion that funds raised on short term basis have been marginally used during the year for long term investment.

18. During the year the company has not made preferential allotment of equity shares to parties and Companies covered in the Registrar maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year. Accordingly the provision of clause 4 (xix) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

20. The Company has not made any public issue during the year to raise money. Accordingly the provision of clause 4 (xx)ofthe Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B. R. Dalai & Co. Chartered Accountants.

Bharat Dala (Proprietor) Membership No. 31052 Firm Reg. No:102024W

Place: Mumbai Date:30''th May,2014

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Mar 31, 2013

Report on the Financial Statements:

We hove audited Ihe accompanying financial statements of TPI India 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 then ended, and a summary of significant accounting police is and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for- the preparation of these financial statement that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standard referred to m sub-section (30 of section 211 of the Companies Act, 195ft 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 w 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 appropriated the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion:

Interest on differed Sales Tax Liability of Rs. 68.92 lacs have not been provided in the accounts as stated in Notes No. 26 (23).

The effect of the above will be to reduce the profit and Reserve by Rs. 68.92 lacs.

Qualified Opinion:

In our up ion and to the best of our information and according to the explanations given to us except for the feeds to- is matter described in the Bastes for Qualified Opinion paragraph and subject to Nate No. 26 (23) of Notes to Accounts and read together with other notes thereon, the financial statements give the information required by the Act in and give a true and fair view in conformity with the accounting principles generally accepted

ii) the case of the Balance Sheet, of the slate of affairs of the Company assai March 31,2013;

(b) in the case of; he Profit and Loss Account, of the profit/ loss for the year ended on that date; and (dm the case of the Cash Flow Statement, or the cash flows for the year ended on that date.

Emphasis of Matter Paragraphs arid Other Matter Paragraphs: ,

We draw attention to Note 26(3) to the financial statements which deal with no provision for doubtful Trade

Receivables and Loans and Advances. Our opinion is not qualified in respect of this matter.

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 2 2713} of the Act, we report that:

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (30 of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors us on March 31,2013j and taken on record by the Board of Directors, none of 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 2 74 of the Companies Ad, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be pa id 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,

Referred to in paragraph 3 of the Auditor''s Report to the Members of TPI INDIA LIMITED on the financial statements for the year ended 31 '' March, 2013.

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is regular programmers of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its Fixed Assets.

2. (a) The Inventories have been physically verified by the management a! the end of the year. In our opinion, the frequency of verification is reasonable,

the In our opinion the procedure 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 the business,

(0 Proper records of Inventory has been maintained by the Company. The Discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

3. All in respect of Unsecured Loans, taken by the Company from Companies, Firms or Other Parties Covered in the register maintained under Section 301 of the Companies Act. 1956. We Report that:-

a) The Company has taken unsecured loans from 5 parties aggregating to Rs.3,23,12,127A <7,03,22,1 27/*) at the year end. The Maximum amount involved during the year was Rs. 5,54,97,127/-7,03,22,227/-)

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conidial ions are not prima -facie prejudicial to the interest of the company.

(c) In respect of bans taken by Company, Company is generally regular in repayment of principal amount and interest thereon.

[Bi The Company has not granted any Loan Secured or Unsecured to any of the parties covered in the readier maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (iii) (a ) tote) of Para 4 of the Companies (Auditor''s report) Order, 2003 are not applicable lo the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control

procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory

1 asset also for the Meets grated services. During the course of our audit, we have not observed any major weaknesses in internal control,

5. (a) In our opinion and according to the informal and explanation given to us, the transaction made in pursuance of contracts of arrangements, that needed to be entered into in the register maintained under section 101 of tries 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 arrangements entered in the register maintained under Section 301 to theCompan.es Act, 195ft and exceeding the value of Rs. 500,000/- (Rupees Have Lacs Only) or more in respect to any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant lime.

6 The Company has accepted certain deposits from public for which the directives issued by the Reserve Bank of India and the provision of Section S8A and 5 BAA of the Companies Act, 1956 and the rules framed there under have not been complied with. For the above referred accepted deposits, company has not complied with the provision like advertisement in news paper, filing of annual return, maintaining the liquid assets, rate of interest and the limit up to which the deposits can be accepted from the public. We were explained that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal for the above said defaults.

7 ton our opinion, the internal audit function carried out during the period by a firm to Chartered Accountants '' appointed by the management are generally commensurate with the size of the company and the nature of its business.

8 Maintenance of Cost records has been prescribed by the Central Government under Section 209 0) (d) of the Companies Act, 1956. We have broadly reviewed the cost records maintained by the Company and are o» the opinion that the same is required to be improved. We have however not made a detailed examination of the Coat records with a view to determine whether they are accurate or complete.

9 {a) According to the record of the Company, undisputed statutory dues including Provident Fund; Investor

Education & Protection Fund, Income Tax, Sales Tax, Service Tax, Excise Duty have not been deposited stipulated time with the appropriate authorities, except for Payment of Income Tax and Provident Fund. According to the information and explanations given to us, the arrears of outstanding statutory dues as at the last day of the financial concern for a period of more than six months from the date becoming payable are mentioned below:

(b) i) The undisputed statutory dues are as follows:

Sr No. Nature of Dues Financial Year Amount Remarks

1 Central Sales Tax 2002-03 28,69,602/- Relief sought under BlFR Scheme

2 Deferred Sales Tax 91-92,92-93 etc. 2,47,97,581/-

3 Unpaid Dividend 95-96,96-97,97-98 3,17,429/- -

i) The disputed statutory dues aggregating to Rs. 2568.27 lacs that have not been deposited on account of disputed matter pending before appropriate authorities are as under:

Name of the Nature of Dues Amount of Dues Paid to which Forum at which Statue the amount relates dispute is pending

Sales Tax Act VAT & CST 1760.33 Lacs 1994-95 to 04-05 CST (A)

Custom- DGFT Duty 807.94 94-95 to 9940 DGFT-Uelhi

10. The Company has accumulated losses as on 31" March, 2013 which is more than its net worth. the Company has not incurred cash loss during the current Financial Year, and in the immediately preceding Financial Year.

11. Based on our audit procedure and according to the informal ion and explanation given to us, we stale that there .ire marginal delay in repayment of dues and interest to bank and financial institutions,

12. the our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way ere pledge of shares, debentures and other securities. Accordingly the provision of clause 4 (xii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

13. In our opinion the Company is not a chit fund or a nrdhi/ mutual benefit fund/ society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.''

14. The Company is not dealing/ trading in shares, securities and debentures. Accordingly the provision of clause 4 (xiv) of the Company (Auditor''s report) Order, 2003 is not applicable to the Company.

All investments have been held by the Company ran its own name.

15. The Company has not given any guarantee for loans taken by others from fiancés and Financial Institutions. Accordingly the provision of clause 4 (xiv) of the Companies (Auditor''s report; Order, 2003 is not applicable to the Company.

16. According to information and explanations given to us, the Company has substantially applied during the year the term loans for the purpose for which they were obtained.

17. According to the Cash Flow statement on the Balance Sheet date and records examined by us and according to the information and explanation given to us, on overall basis, we are of the opinion that no funds raised on start term basis have been used during the year for long term investment except short term funds have been used for conversion in two Capital and Share Application Rs. 8.90 lacs

13, During the year the company has made preferential allotment of equity shares of Rs, 3.50Crores to parties and Companies covered in the Registrar maintained under Section 301 of the Companies Act, 1956, in terms of the Sanctioned Scheme SS- took 2010. The price at which the shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debenture during the year. Accordingly the provision of clause 4 {xix) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

20. The Company has not made any public issue during the year to raise money. Accordingly the provision of clause 4 (x) of the Companies (Auditor''s report) Order, 2003 is not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B. R. Dalai & Co.

Chartered Accountants.



Bharat Dala

(Proprietor)

Membership No. 31052

Firm Reg. No:102Q24W

Place: Mumbai

Date: 30''''Mav. 2011

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of TPI INDIA LIMITED as on 31st March 2012, and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued bythe Central Government of India in terms of Section 227(4A) of the Companies Act, 1956( we enclose in the annexure a statement on the matter specified in paragraphs 4 & 5 of the said order.

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

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

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

c) The Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956,

e) On the basis of representations received from directors as on March 31,2012 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 form 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, to the best of our information and accord ng to the explanations given to us, the said accounts, subject to Note No. 24 (26) to the Accounts and read together with other notes thereon gives the information required by the Companies Act, 1956 in the manner so required and gives a True and Fair View in Conformity with the accounting principles generally accepted in India:

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

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

3) I n the case of the Cash flow statement, of the cash flows for the year ended on that date.

Referred to in paragraph 3 of the Auditor''s Report to the Members of TPI INDIA LIMITED on the financial statements for the year ended 31st March, 2012.

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its Fixed Assets.

2. (a) The Inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure 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 the business.

(c) The Discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

3. [A] In respect of Unsecured Loans, taken by the Company from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We Report that:-

(a) The company has taken unsecured loans from 5 parties aggregating to Rs. 6,53,22,127/- at the year end. The Maximum amount involved during the year was Rs.6,57,87,132/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima-facie prejudicial to the interest of ; the company.

(c) In respect of loans taken by Company, Company is generally regular in repayment of principal amount and interest thereon.

[B] The Company has not granted any Loan Secured or Unsecured to any Of the parties covered in the register maintainedundersection301 of the Companies Act,1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sales of goods and services.

During the course of our audit, we have not observed any major weaknesses in internal control.

5. (a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 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 arrangements entered in (he register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- (Rupees Five Lacs Only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

6. The Company has accepted certain deposits from public for which the directives issued by the Reserve Bank of India and the provision of Section 58A and 8AA of the Companies Act, 1956 and the rules framed there under have not been complied with. For the above referred accepted Deposits, Company has not complied with the provision like Advertisement in News paper, Filing of Annual return, Maintaining the liquid assets, rate of interest and the limit up to which the deposits can be accepted from the public. We were explained that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other tribunal for the above said defaults.

7. In our opinion, the internal audit function carried out during the period by a firm of Chartered Accountants appointed by the management are generally commensurate with the size of the company and the nature of its business.

8. Maintenance of Cost records has been prescribed by the Central government under Section 209(1) (d) of the Companies Act, 1956 and the same is required to be improved in the prescribed manner.

9. (a) According to the record of the Company, undisputed statutory dues including Sales-tax, Excise duty and Investor Education & Protection Fund have not been deposited within stipulated time with the appropriate authorities except for payment of excise duty. Further items mentioned in clause No. (b) i) below which were outstanding as at 31st March, 2012 for a period of more than six months from the date becoming payable not paid by the company. .

(b) i) The undisputed statutory dues are as follows:-

Sr. No. Nature of Dues Financial Year Amount Remarks

1 Central Sales Tax 2002-03 28,69,602/- Relief sought under BIFR Scheme

2 Deferred Sales Tax 91-92,92-93 etc. 2,39,24,812/- -Do-

3 Unpaid Dividend 95-96,96-97,97-98 3,17,429/- -

ii) The disputed statutory dues have not been deposited on account of matter pending before appropriate authorities.

10. The Company has accumulated losses as on 31st March, 2012 which is more than it''s net worth. The Company has earned profit during the current Financial year and in the immediately preceding financial year.

11 .Based on our audit procedure and according to the information and explanation given to us, we state that there is marginal delay in repayment of dues and interest on secured loans.

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

13. In our opinion the Company is not chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xii i) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. The Company is not dealing/ trading in shares, securities and debentures. All investments have been held by the Company i n its own name.

15. There is no Guarantee outstanding at the year end.

16. According to information and explanations given to us, the Company has Substantially applied during the year the term loans for the purpose for which they were obtained.

17. According to the Cash Flow statement on the Balance sheet date and records examined by us and I according to the information and explanation given to us, on overall basis, we report that no funds issued on short term basis ha ve, prima-facie, been used during the year for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties and Companies covered under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year. We are informed that in view of the OTS i with Banks & Financial institutions there are no debentures outstanding at the end of year.

20. The Company has not made any public issue during the year to raise money. Accordingly the provision of clause 4 (xx) of the Companies (Auditor''s report) Order, 2 003 are not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B. R. DALAL & Co.

Chartered Accountants

BHARAT DALAL

(Proprietor)

Membership No. 31052.

Firm Reg. No. 102024W

Place: Mumbai

Date: 21st August, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of TPI INDIA LIMITED as on 31st March 2011, and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of company's Management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matter specified in paragraphs 4 & 5 of the said order.

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

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

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

c) The Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956,

e) On the basis of representations received from directors as on March 31, 2011 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on March 31,2011 form 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, to the best of our information and according to the explanations given to us, the said accounts, subject to Note No. 25 of Notes to Accounts in Schedule 'T' and read together with other notes thereon gives the information required by the Companies Act, 1956 in the manner so required and gives a True and Fair View in conformity with the accounting principles generally accepted in India.

1) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2011.

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

3) In the case of the Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT.

Referred to in paragraph 3 of the Auditor's Report to the Members of TPI INDIA LIMITED on the financial statements for the year ended 31st March, 2011.

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its Fixed Assets.

2. (a) Jhe Inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure 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 the business.

(c) The Discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

3. [A] In respect of Unsecured Loans, taken by the Company from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We Report that:-

(a) The company has taken unsecured loans from 6 parties aggregating to Rs.6,86,18,132/- at the year end. The Maximum amount involved during the year was Rs.6,92,33,677/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

(c) In respect of loans taken by Company, Company is regular in repayment of principal amount and interest thereon.

[B] The Company has not granted any Loan Secured or Unsecured to any of the parties covered in the register maintained under section 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sales of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control.

5. (a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 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 arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- (Rupees Five Lacs Only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

6. The Company has accepted certain deposits from public for which the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under have not been complied with. For the above referred accepted Deposits, Company has not complied with the provision like Advertisement in News paper, Filing of Annual return, Maintaining the liquid assets, rate of interest and the limit up to which the deposits can be accepted from the public. We were explained that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other tribunal for the above said defaults.

7. In our opinion, the internal audit function carried out during the period by a firm of Chartered Accountants appointed by the management are generally commensurate with the size of the company and the nature of its business.

8. Maintenance of Cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the record of the Company, undisputed statutory dues including Sales-tax, Excise duty and Investor Education & Protection Fund have not been deposited within stipulated time with the appropriate authorities except for payment of excise duty. Further items mentioned in clause No. (b) i) below which were outstanding as at 31st March, 2011 for a period of more than six months from the date becoming payable not paid by the company.

(b) i) The undisputed statutory dues are as follows:-

Sr. Nature of Dues Financial Amount Remarks No. Year

1 Central Sales Tax 2002-03 28,69,602/- Relief sought under BIFR Scheme

2 Deferred Sales Tax 91-92,92-93 2,39,24,812/- -Do- etc.

3 Unpaid Dividend 95-96,96-97, 3,17,429/- - 97-98

ii) The disputed statutory dues aggregating to Rs. NIL that have not been deposited on account of matter pending before appropriate authorities.

10. The Company has accumulated losses as on 31st March, 2011 which is more than of it's net worth. The Company has earned profit during the current Financial year and in the immediately preceding financial year.

11 .Based on our audit procedure and according to the information and explanation given to us, we state that there is marginal delay in repayment of dues and interest on secured loans.

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

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

14. The Company is not dealing/ trading in shares, securities and debentures. All investments have been held by the Company in its own name.

15. In view of OTS with Banks & Financial Institutions and No Dues Certificate from them, there is no Guarantee outstanding at the year end to them.

16. According to information and explanations given to us, the Company has Substantially applied during the year the term loans for the purpose for which they were obtained.

17. According to the Cash Flow statement on the Balance sheet date and records examined by us and according to the information and explanation given to us, on overall basis, we report that no funds raised on short term basis have, prima-facie, been used during the year for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties and Companies covered under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year. We are informed that in view of the OTS with Banks & Financial Institutions there are no debentures outstanding at the end of year.

20. The Company has not made any public issue during the year to raise money. Accordingly the provision of clause 4 (xx) of the Companies (Auditor's report) Order, 2003 are not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B.R. Dalai & Co. Chartered Accountants

Place : Mumbai Bharat Dalal Date : 30th May, 2011 (Proprietor) Membership No. 31052 Firm Reg. No.: 102024W

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of TPI INDIA LIMITED as on 31st March 2010, and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matter specified in paragraphs 4 & 5 of the said order.

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

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

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

c) The Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211 (3 C) of the Compan ies Act, 1956,

e) On the basis of representations received from directors as on March 31,2010 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on March 31,2010 form 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, to the best of our information and according to the explanations given to us, the said accounts, subject to:- and read together with other notes thereon gives the information required by the Companies Act, 1956 in the manner so required and gives a True and Fair View in conformity with the accounting principles generally accepted in India.

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

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

3) In the case of the Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT.

Referred to in paragraph 3 of the Auditor's Report to the Members of TPI INDIA LIMITED on the financial statements for the year ended 31st March, 2010.

1. (a) The Company is maintaining proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its Fixed Assets.

2. (a) The Inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedure 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 the business.

(c) The Discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

3. [A] In respect of Unsecured Loans, taken by the Company from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We Report that:-

(a) The company has taken unsecured loans from 6 parties aggregating to Rs.6,44,50,000/- at the year end. The Maximum amount involved during the year was Rs.6,44,50,000/-

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

(c) In respect of loans taken by Company, Company is regular in repayment of principal amount and interest thereon except in respect of Loan from MSFC with whom OTS effected during the year and principal amount of Rs. 42 Lacs has been paid off before the end of the year.

[B] The Company has not granted any Loan Secured or Unsecured to any of the parties covered in the register maintained under section 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sales of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control.

5. (a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 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 arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- (Rupees Five Lacs Only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

6. The Company has accepted certain deposits from public for which the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under ha ve not been complied with. For the above referred accepted Deposits, Company has not complied with the provision like Advertisement in News paper, Filing of Annual return, Maintaining the liquid assets, rate of interest and the limit up to which the deposits can be accepted from the public. We were explained that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other tribunal.

7. In our opinion, the internal audit function carried out during the period by a firm of Chartered Accountants appointed by the management are generally commensurate with the size of the company and the nature of its business.

8. Maintenance of Cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the record of the Company, undisputed statutory dues including Sales-tax, Excise duty and Investor Education & Protection Fund have not been deposited within stipulated time with the appropriate authorities except for payment of excise duty. Further items mentioned in clause No.(b) i) below which were outstanding as at 31st March, 2010 for a period of more than six months from the date becoming payable not paid by the company.

(b) i) The undisputed statutory dues are as follows:-

Sr. Nature of Dues Financial Year Amount No.

1 Central Sales Tax 2002-03 28,69,602/- 2 Unpaid Dividend 95-96,96-97,97-98 3,17,429/-

3 Land Revenue Tax 2005-06 & 2006-07 62,020/-

Since Paid

4 Deferred Sales Tax 91-92,92-93 63,26,602/-

ii) The disputed statutory dues aggregating to Rs. 39,58,799/- that have not been deposited on account of matter pending before appropriate authorities are as under: -

Sr. Nature of Dues Amount Authorities where Dispute No. is Pending

1 Central Excise Amount Not Supreme Court-Appeal by Duty Ascertainable Deptt.

2 Provident Fund 39,58,799/- P.F. Authority Damage

Other details like year for which, the above dispute pertains is not furnished to us.

10. The Company has accumulated losses as on 31" March, 2010 which is more than of it's net worth. The Company has earned profit during the current Financial year and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we state that the Company has defaulted in the repayment of dues to MSFC aggregating to Rs. 42.00 Lacs and Interest arrears of Rs. 89,206/-. However in view of Settlement reached a sum of Rs. 42.00 Lacs has been paid before 31 st March, 2010. The Company has not made payment of Loan of Rs. 8,73,069/- form DCK Ltd., and there is marginal delay in the payment of interest to SICOM Investment & Finance Ltd.

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

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

14. The Company is not dealing/ trading in shares, securities and debentures. All investments have been held by the Company in its own name.

15. In view of OTS with Banks & Financial Institutions and No Dues Certificate from them, there is no Guarantee outstanding at the year end to them.

16. According to information and explanations given to us, the Company has Substantially applied during the year the term loans for the purpose for which they were obtained.

17. According to the Cash Flow statement on the Balance sheet date and records examined by us and according to the information and explanation given to us, on overall basis, we report that no funds raised on short term basis have, prima-facie, been used during the year for long term investment.

18. During the year the company has not made any preferential allotment of shares to parties and Companies covered under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year. We are informed that in view of the OTS with Banks & Financial Institutions there are no debentures outstanding at the end of year.

20. The Company has not made any public issue during the year to raise money. Accordingly the provision of clause 4 (xx)of the Companies (Auditor's report) Order, 2003 are not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B.R. Dalai & Co. Chartered Accountants

Bharat Dalai (Proprietor) Membership No. 31052

Place : Mumbai Date : 31st May, 2010