1.  We have audited the attached Balance Sheet of TRANSCORP
 INTERNATIONAL LIMITED as at 31st March, 2011, the Profit & Loss Account
 & Cash Flow statement of the Company for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Company''s management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.  As required by the Companies (Auditors? 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
 matters specified in paragraphs (iv) and (v) of the said order.
 
 4.  Further to our comments in the Annexure referred to 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 purpose of our
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company including its divisions Ritco Travels and Wheels
 Rent A Car so far as appears from our examination of books, and proper
 returns adequate for the purpose of our audit have been received from
 the branches not visited by us.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account
 and returns ;
 
 d) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow
 Statement dealt with by this report comply with the Accounting
 Standards referred to in sub section (3C) of section 211 of the
 Companies Act, 1956;
 
 e) On the basis of the written representations received from the
 directors as on 31st March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 f) As the Central Government is yet to notify Cess payable under
 Section 441A, the reporting requirement under Section 227(3) (g) of the
 Companies Act, 1956 does not arise.
 
 g) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give the information
 required by the Companies Act, 1956, in the manner prescribed and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii) in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date; and 
 
 iii) in the case of the Cash Flow Statement, of the Cash
 Flows for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in Auditors Report of even date on the accounts of
 Transcorp International Limited, for the year ended 31st March, 2011)
 
 i) a) The Company is maintaining proper records of fixed assets showing
 full particulars including quantitative details and situations thereof.
 However, such records showing full particulars including quantitative
 details and situations of certain fixed assets is being updated.
 
 b) As per information given to us the assets are physically verified by
 the management once a year, which in our opinion is reasonable. No
 material discrepancies were noticed on such verification carried out
 during the year.
 
 c) No substantial part of fixed assets have been disposed off during
 the year except the immovable properties transferred to Wholly Owned
 Subsidiary, hence it has not affected the aspect of going concern.
 
 ii) a) Foreign currencies and paid documents lying at the year end,
 which have been shown under Cash and Bank Balances in Schedule VIII to
 the Balance Sheet, have been physically verified by the management at
 reasonable intervals.
 
 b) As explained to us, the procedures for physical verification of the
 above referred foreign currencies and paid documents, followed by the
 management are, in our opinion, reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) The company is maintaining proper records of inventory and according
 to the information and explanations given to us, material discrepancies
 noticed on physical verification of the above items referred to in (a)
 above as compared to book records were properly dealt with in the books
 of account.
 
 iii) a) Company has granted unsecured loans to companies covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Number of parties and amount involved is 1 & Rs. 162.25 Lacs
 respectively. However there was no outstanding at year end.
 
 b) Rates of interest and other terms and conditions of loans given by
 the Company, secured or unsecured, are not prima facie prejudicial to
 the interest of company; and
 
 c) Receipt of principal and interest is also regular wherever
 stipulated;
 
 d) There was no over due amount and consequently question of taking
 reasonable steps for recovery of principal and interest when overdue
 amount is more than Rs. One Lac does not arise.
 
 e) According to the information and explanations given to us, the
 Company has not, during the year taken any loan, secured or unsecured,
 from companies, firms, or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956. Number of
 parties and amount involved therefore is NIL and Rs. NIL respectively.
 
 f) Rate of interest and other terms & conditions of loans taken by the
 Company, secured or unsecured are not prima facie prejudicial to the
 interest of the Company and payment of principal amount and interest is
 also regular wherever stipulated.
 
 iv) There are generally adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of fixed assets, foreign currencies, paid documents and for
 the sale of the same. During the course of our audit, no continuing
 failure to correct major weakness in internal control system has been
 noticed.
 
 v) The company has entered particulars of contracts or arrangements
 referred to in Section 301 of the Companies Act, 1956 in the register
 required to be maintained under that section and for transactions, the
 value of which exceeds Rupees five lacs in respect on any party during
 the period have been made at prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 vi) In our opinion and according to the information and explanations
 given to us, the Company has generally complied with the directions
 issued by the Reserve Bank of India and the provisions of Section 58A
 and 58AA or any other relevant provisions of the Companies Act, 1956
 and the rules framed there under in respect of deposits accepted from
 public. No order was passed by company law Board, or National Company
 Law Tribunal or Reserve Bank of India or under any Court or any other
 tribunal and hence question of its compliance does not arise.
 
 vii) The Company has an in-house as well as outside agency governed
 internal audit system,
 
 which in our opinion is commensurate with the size of the Company and
 the nature of its business.
 
 viii) According to the information given to us, the Central Government
 has not prescribed maintenance of cost records in relation to the
 activities of the company under Section 209 (1) (d) of the Companies
 Act, 1956.
 
 ix) On the basis of the records produced to us, the company is
 generally regular in depositing with appropriate authorities undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employee’s State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other
 statutory dues, as is applicable to it. To the best of our knowledge
 and according to the information and explanations given to us, there
 were no material arrears of undisputed outstanding statutory dues as at
 the last day of the financial year for a period of more than six months
 from the date they become payable.
 
 There were following unpaid disputed dues of Income Tax, Sales Tax,
 Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess- -
 Service Tax demand disputed with customs, excise & Service Tax
 Tribunal, New Delhi Rs. 2.96 Crores plus Penalty: Rs. 2.96 Crores and
 additional penalty of Rs. 1000/- plus interest.
 
 - Demand disputed with enforcement directorate Rs.  15,00,000/- (net of
 amount deposited), appeal pending with Kolkata High Court.
 
 - Demand disputed with CIT Appeals, Alwar Rs. 8.48 Lacs
 
 x) The Company has no brought forward losses and has not incurred any
 cash losses during the year covered by our audit and in the immediately
 preceding financial year.
 
 xi) In our opinion the company has not defaulted in repayment of dues
 to a financial institution or bank.
 
 xii) On the basis of verification of the accounts and records
 maintained by the company and as per explanations 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.
 
 xiii) The company is not a chit fund company.
 
 xiv) In respect of dealing in shares, securities, debentures & other
 investments proper records have been maintained of the transactions and
 contracts and timely entries have been made therein.  Shares,
 securities, debentures & other investments as may be applicable have
 been held by the Company in its own name.
 
 xv) On the basis of information and explanations given, the Company has
 not given any guarantee for loans taken by others from bank or
 financial institutions.
 
 xvi) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 xvii) According to various records examined by us, on an overall basis,
 funds raised on short term basis have prima facie, not been used during
 the year for long term investment.
 
 xviii) According to the information and explanations given to us, the
 company has not during the year made any preferential allotment of
 shares to parties and companies covered in the register maintained
 under section 301 of the Companies Act, 1956, and consequently question
 of issuing shares at a price prejudicial to interesting Company does
 not arise.
 
 xix) The company has not issued any debentures during the year covered
 by our audit report, hence question of creation of security or charge
 for the same does not arise.
 
 xx) The company has not raised any money by public issue during the
 year by our audit report, hence question of disclosure of end use of
 money raised does not arise.
 
 xxi) Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud by the
 Company has been noticed or reported during the year ended 31st March
 2011. However frauds on the Company were noticed during the period
 involving misappropriation of cash/foreign exchange to the extent of
 Rs. 72.79 Lacs.  Management after due investigation and insurance
 claims filed, is hopeful of recovery of same & hence no provision for
 liability, if any has been made.
 
 
 For Anand Jain & Co.  
 Chartered Accountants
 
 
 Anand Prakash Jain 
 Proprietor 
 M. No.: 71045 
 FRN: 001857C 
 Place: New Delhi 
 Dated: 23rd May, 2011