We have audited the attached Balance Sheet of TCI Industries Ltd., as
 at 31st March, 2011 and the annexed Profit and Loss Account and the
 Cash Flow statement of the Company for the year ended on that date and
 report that:
 
 1.  These financial statements are the responsibility of the Companys
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those standards required that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (as
 amended) issued by the Central Government in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956 and on the basis of such
 checks as we considered appropriate and according to the information
 and explanations given to us during the course of audit, we enclose in
 the Annexure hereto a statement on the matters specified in paragraph 4
 & 5 of the said Order to the extent applicable.
 
 4.  Further to our comments in the Annexure, refer to in paragraph 3
 above, we report that:
 
 (i) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for purpose of our
 audit.
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of the
 books and proper returns adequate for the purpose of our audit have
 been received from the Mumbai branch visited by us.
 
 (iii) The Balance Sheet and Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the Profit and Loss Account, the Balance Sheet and
 Cash Flow Statement comply with the accounting standards referred to in
 Section 211 (3C) of the Companies Act, 1956.
 
 (v) On the basis of written representations received from the directors
 as on 31s March, 2011 and taken on record by the Board of Directors,
 none of the directors is disqualified as on 31st March 2011 from being
 appointed as a Director under section 274(1 )(g) of the Companies Act,
 1956.
 
 (vi) Reference is invited to the following notes on Schedule 14:
 
 a) Note 4 regarding preparation of accounts on a going concern basis.
 
 b) Note 5 regarding certain administrative expenses debited to property
 development expenses carried in the Balance Sheet.
 
 (vii) In our opinion and to the best of our information and according
 to the explanations given to us, the said accounts read together with
 the notes and accounting policies thereon, give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 a) In the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2011;
 
 b) In the case of Profit and Loss Account, of the Loss of the Company
 for the year ended on that date; and
 
 c) In the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure to Auditors Report
 Referred to in paragraph 3 of our report of even date.
 
 1.  The Company has maintained proper records to show full particulars
 including quantitative details and situation of its fixed assets. The
 fixed assets have been physically verified by the management at
 reasonable intervals and no material discrepancies have been noticed.
 
 2.  During the year, the Company has not disposed off a substantial
 part of fixed assets.
 
 3.  Physical verification was conducted by the management in respect of
 inventories at reasonable intervals. The Company has maintained proper
 records of its inventories and no material discrepancies were noticed
 on physical verification. The procedures followed by the management for
 such physical verification are, in our opinion, reasonable and adequate
 in relation to the size of the Company and the nature of its business.
 
 4.  The Company has not granted during the year any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under Section 301 of the Act. The Company has not taken
 during the year any unsecured loans during the year covered in the
 register maintained under section 301 of the Act. The year end balances
 of loans taken during earlier years amount to Rs. 67.50 lacs. The terms
 and conditions of loan taken are not prima facie prejudicial to the
 interest of the company. There are no stipulations as to the dates for
 repayment of principal and interest.
 
 5.  There is an adequate internal control system commensurate with the
 size and nature of the Companys business for the purchase of
 inventories, fixed assets and for sale of goods.  During the course of
 our audit, no major weakness has been noticed in the internal control
 system, nor we have been informed of any such instance.
 
 6.  a) To the best of our knowledge and belief and
 
 according to the information and explanations given to us, the
 particulars of contracts or arrangements that need to be entered into
 the register in pursuance of Section 301 of Act, 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 into the register in pursuance of Section 301 of
 Act have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 7.  The Company has not accepted any deposits from the public.
 
 8.  The Company has appointed a firm of Chartered Accountants to do the
 internal audit regularly. The internal audit system is commensurate
 with the size and nature of Companys business.
 
 9.  According to the books and records produced to us and based on
 management representations, undisputed statutory dues in respect of
 Provident Fund, Employees State Insurance dues, Investor Education and
 Protection Fund, Income Tax, Wealth Tax, Service Tax and other material
 statutory dues have generally been regularly deposited by the Company
 during the year with the appropriate authorities. There are no unpaid
 disputed statutory dues at the year end.
 
 10.  The Companys accumulated losses at the year end exceed its net
 worth. It has incurred cash losses in the financial year and in the
 immediately preceding financial year.
 
 11.  The Company has not given any guarantee for loans taken by others.
 
 12.  According to the information and explanations given to us, no
 material fraud on or by the Company was noticed or reported during the
 year.
 
 13.  Other matters specified in para 4 of the Companies (Auditors
 report) Order, 2003 (as amended) are, in our opinion, not applicable to
 the Company.
 
                                              For R. S. Agarwala & Co.  
 
                                                Chartered Accountants
 
                                                       R. S. Agarwala
 
 Place : Kolkata                                              Partner
 
 18th May, 2011                                 Membership No. F-5534
 
                                              Firm Regn. No.: 304045E