1.  We have audited the attached Balance Sheet of TIL Limited (the
 Company) as at 31st March, 2012, the Statement of Profit and Loss
 and the Cash Flow Statement of the Company for the year ended on that
 date, both annexed thereto. These financial statements are the
 responsibility of the Company''s Management our responsibility is to
 express an opinion on these financial statements based on our audit
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section H7(4A) of the
 Companies Act, 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 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) hour opinion, proper books of account as required by law have been
 kept by the Company so far as it appears from our examination of those
 books;
 
 (c) the Balance Sheet tie Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of account; -
 
 (d) in our opinion, the Balance Sheet, the Statement of Profit and Loss
 and the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act 1956;
 
 (e) in our opinion and to the best of our information and according to
 the explanations given to us, they said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a tree and f& view in conformity with the accounting principles
 generally accepted in India:
 
 (Q in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 st March, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date and
 
 (iii) in the case of the Cash Flow Statement of the cash flows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors as on 31 st March, 2012 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31 st March,
 2012 from being appointed as a director h terms of Section 274(1)(g) of
 the Companies Act 1956.
 
 (i) Having regard to the nature of the Company''s business/activities
  /result, clauses (x), (xii), (xiii), (xiv), (xviii),
 (xix) and (xx) of CARO are not applicable
 
 (i) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion provides for physical verification of all the
 fixed assets at reasonable internals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 Cm) In respect of its inventory:
 
 (a) As explained to us, the inventories excepting material lying with
 third parties (which have substantially been confirmed) were physically
 verified during the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtain Rung comparable quotations, there is
 an adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and seines. During the
 course of our audit, we have not observed any major weakness in such
 internal control system.
 
 (vi) According to the information and explanations given tons, there
 have been no contracts or arrangements referred to in Section 301 of
 the Companies Act,1956 during the year to be entered in the register
 maintained under that section. According they the question of
 commenting on transactions made in pursuance of such contracts or
 arrangements does not arise.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 In respect of unclaimed deposits, the Company has complied with the
 provisions of Sections 58A and 58AA or any other relevant provisions of
 the Companies Act 1956.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size and the nature of its business.
 
 (ix) We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1) (d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 (x) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has been regular in depositing undisputed dues,
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax,
 Service Tax, Custom Duty, Excise Duty, Cess and other material
 statutory dues applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2012 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2012 on account of disputes we given below:
 
 Name of the 
 Statute        Forum where
                dispute is       Nature of Dues  Amount  
                                                 involved  Period 
                                                           to which
                pending_(Rs                       in lacs)  it relates
 
 The Uttar 
 Pradesh Trade 
 Tax Act, 1948  The Commercial 
                Taxes             Entry Tax          6.48  2004-05
                Tribunal, 
                Gaziabad.
 
 The Central 
 Sales Tax 
 Act, 1956      The Commercial 
                Taxes             Sales Tax          1.65  1996-97
                Tribunal, 
                Gaziabad                                   1997-98
 
 The Central 
 Sales Tax 
 Act, 1956      The Additional    Sales Tax        880.20  2007-08
                Commissioner
               (Appeals),                                  2008-09
                Commercial  
                Taxes, Koftata
 
 The West 
 Bengal Value 
 Added Tax 
 Act 2003       The Additional    Sales Tax        616.38  2007-08
                Commissioner
               (Appeals),                                  2006-09
 
                Commercial 
                Taxes, KoBata
 
 The Income 
 tax Act, 
 1961           Commissioner of  
                Income-tax        Income tax               2007-08
 
                                                           2004-05
 
               (Appeals)                                   2006-07
 
                                                           2007-08
 
                                                           2008-09
 
 The Central 
 Excise Act, 
 1944           Commissioner of 
                Central           Excise Duty       25.06  2002-03
                Excise 
               (Appeals)                                   2007-08
 
 Finance 
 Act, 1994     Commissioner of 
               Central            Dispute 
                                  regarding 
                                  Service           23.56  2007-08
 
               Excise 
              (Appeals)           Tax on 
                                  Commission 
                                  received
 
 (xi) in our opinion and according to the information and explanations
 given to us, the company has not defaulted in the repayment of dues to
 Dans.
 
 (xh) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xiv) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment
 
 (xv) To the best of kit knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                            For DBLOITTE NASKMS & SELLS
 
                                                  Chartered Accountants
 
                                              (Registration No. 302009E)
 
                                                         A Bhattacharya
 
 Koikata                                                        Partner
 
 14 th May, 2012                                 (Membership No. 054110)