Auditor Report of Ad-Manum Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of AD-Manum Finance Limited ('the Company'}, which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOB THE FINANCIAL STATEMENTS

The Company's Board of Directors Is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 Standards require that we comply with ethical requirements and plan and perform the audit to obtain financial statements are free from material misstatement.

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

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

OPINION

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit are been received from branches not visited by us;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us;

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

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

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in

its financial statements- Refer Note 18(B) (1) to the Financial Statements; ii. The Company has no material foreseeable losses on long-term contracts including derivative contracts as required under the applicable law or accounting standards;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March31,2015.

Annexure to the Independent Auditors' Report

The Annexure required under CARO, 2015 referred to in our Report to the members of the AD-Manum Finance Limited ("the Company") for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained adequate records on computer showing general particulars, including quantitative details and situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of accounts.

ii) The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause

(ii) of paragraph 3 of the said Order is not applicable to the Company

(iii) The Company has granted unsecured loan to one party covered in the register maintained under section 189 of the Companies Act, 2013. The maximum amount involved during the year was Rs.1746.50 lacs and the year- end balance of loan granted to such party was Rs.1596.50 lacs. The receipt of Interest and Principal Amount is regular as per the terms. There is no overdue amount.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, no major weakness has been noticed or reported.

(v) The Company has not accepted any deposits within the meaning of directives issued by Reserve Bank of india and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub sector (1) of section 148 of the Companies Act, 2013 in respect of the business of the.

(vii) (a) According to the records of state insurance, Income Tax. Sales tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues, whichever is applicable to the company with the appropriate authorities during the year and no undisputed amounts were outstanding as at 31st March, 2015 for a period of more than six months, from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues which have not been deposited on account of any dispute except given below:

S. No.Name of Statute Nature of Dues Demand in Rs. (Lacs) Period to which Forum where the the amount relates dispute is pending

01 income Tax Act, 1961 Income Tax 11.54 2000-01 ITAT, Indore

02 Income Tax Act, 1961 Income Tax 11.07 2001-02 ITAT, Indore

03 Income Tax Act, 1961 Income Tax 282.28 2007-08 ITAT, Indore

04 Income Tax Act, 1961 Income Tax 0.83 2008-09 CIT, Indore

05 Income Tax Act, 1961 Income Tax 46.21 2009-10 CiT, Indore

06 Income Tax Act, 1961 Income Tax 2.79 2011-12 CIT, Indore

07 Income Tax Act, 1961 Income Tax 1.14 2012-13 CIT, Indore

TOTAL 366.86

(c) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under has been transferred to such fund within time.

(viii) The company has no accumulated losses at the end of the financial year and it has not incurred cash losses during the financial year and in the immediately preceding financial year

(ix) According to the information and explanations given to us and based on the record, of the company examined by us the company has not default in repayment of dues to any finance institution or banks

(x) According to the information and explanation given to us,the company has not given any guarantee for loans taken by other from banks or financial information.

(xi) The company has not obtained any Term Loan.

(xii) The company has detected certain frauds conducted by its employees in collusion with brokers/borrowers in the FY 13-14 in some branches and also detected some more frauds in other branches in the current financial year. The matter is still under investigation by relevant police at various levels. pending such investigations and recovery, the company has written off sum of 215.79 Lacs pertaining to the said frauds in the current financial year



Statutory Auditors FOR MAHENDRA BADJATYA & CO CHARTERED ACCOUNTANTS ICAI FRN 001457C

sd/- CA M.K BADJATYA

PARTNER ICAI MNO 070S78

PLACE: INDORE DATE: 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of AD-MANUM FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31st, 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance & 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. 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.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements read with notes on accounts as per note 18 give the information required by the Act in the manner so required and give a true an d 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; an d

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

In our opinion and to the best of our information and according to the explanation given to us, the said accounts subject to the provision of doubtful debt of Rs.11.98 Crores (previous year Rs.3.95 Crores) and there against made NPA provision of Rs .157.64 Lacs (Previous Year Rs.53.35 Lacs) as per prudential norms of RBI Act and rules made thereunder read with Note 18 gives the information required by the Companies Act,1956 in the manner so required and gives true & fair view in conformity with the accounting principles generally accepted in India;

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 on computer so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the cash flow state ment 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 comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' OF OUR REPORT OF EVEN DATE :

1) FIXED ASSETS:

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

b) The Company has verified its fixed assets at the end of the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed on such verification as compared to b ook records.

c) The Company has not disposed of any substantial part of its fixed assets during the year so as to affect its going concern status.

2) INVENTORY:

As the Company is carrying on the business of loan finance, therefore, the requirement of clause 4 (ii) is not applicable to the Company.

39) LOANS AND ADVANCES:

During the year, the Company has granted/taken unsecured loans from company covered by Section 301 of the Companies Act, 1956 therefore the requirement of clause, 4(iii) (b), (c), (d), (f) and (g) of the said order are not applicable to the company.

4) INTERNAL CONTROLS:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed asset The services rendered subject to a fraud noticed by the Company, except this, we have not been informed of any major weakness in the internal control system of the Company.

5) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT, 1956:

a) According to the information and explanations given to us by the management, we are of the opinion that the transactions required to be entered under section 301 of the Companies Act 1956 have been so entered.

a) 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 u/s 301 of the Companies Act 1956 exceeding the value of Rupees Five Lacs or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) FIXED DEPOSITS:

The Company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India and the provisions of section 58A. 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder apply.

7) INTERNAL AUDIT:

The Company has an Internal Audit system which is, in our opinion needs to be strengthened according to the nature of business and size of operations of the Company.

8) COST AUDIT:

The Company is carrying on the business of finance, hence no cost records are required to be maintained by the Company under section 209(1)(d) of the Companies Act, 1956.

STATUTORY DUES:

a) According to the records of the Company and according to the information and explanations provided to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Investor Education and Protection Fund and any other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax and any other statutory dues were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and as certified by the management there are dues of Income Tax which have not been deposited on account of dispute and the forum where the dispute is pending are given below:-

S. Statute Demand in Period of Forum No. Rs. (Lacs) Dispute F.Y.

01 Income Tax 11.07 2001-02 ITAT, Indore

02 Incom e Tax 282.28 2007-08 CIT, Indore

03 Income Tax 0.83 2008-09 CIT, Indore

04 Income Tax 56.15 2009-10 CIT , Indore

05 Income Tax 46.21 2009-10 CIT , Indore

06 Income Tax 29.38 2010-11 CIT , Indore

10) POTENTIALLY SICK COMPANY:

There are no accumulated losses as at 31st March, 2014. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) REPAYMENT OF DUES:

According to the records of the Company examined by us and information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12) LOANS AND ADVANCES GRANTED ON THE BASIS OF SECURITIES:

According to the records of the Company and according to the information and explanations provided to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13) CHIT FUND / NIDHI / MUTUAL BENEFIT SOCIETY:

We are informed that the provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefits Society do not apply to the Company.

14) INVESTMENT

Company is not dealing in any shares and securities. All the investments of the Company are held by the Company in its own name and reasonable records have been maintained.

15) GUARANTEES GIVEN:

According to the information and explanations provided to us, the Company has not given any guarantee or corporate guarantee for loan taken by other from banks or financial institutions.

16) TERM LOANS:

The company has not taken any Term Loan during the year.

17) SOURCES AND APPLICATION OF FUNDS:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for the purpose of long term investment and no long term funds have been used to finance short term assets (excludes permanent working capital).

18) PREFERENTIAL ALLOTMENT:

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

19) DEBENTURE:

The Company has not issued any debenture during the year.

20) PUBLIC ISSUE:

The Company has not raised any money through a public issue during the year.

21) FRAUD:

According to the information''s obtained by us and explanations given to us the company has detected fraud by its employees in collusion with borrowers at certain locations involving an amount of 60.21 Lacs. The investigations at the end of the company are in progress and the company has been able to recover an amount of Rs. 16.73 Lacs up to the date of the balance sheet and is hopeful to receive the balance amount within a stipulated time from the culprits. Though the FIR has been made at a location but since the company is pursuing the matter amicably with the related persons therefore no material progress in the legal actions has been noticed by us.

Statutory Auditors FOR: MAHENDRA BADJATYA & CO CHARTERED ACCOUNTANTS FRN 001457C

sd/- DATE: 30-05-2014 CA M.K BADJATYA PLACE: INDORE PARTNER MNO 070578

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Ad-Manum Finance 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 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that: In our opinion and to the best of our information and according to the explanation given to us, the said accounts subject to the provision of doubtful debt of Rs. 3.9S crore (previous yearRs. 2.31 crore) and there agautt made NPA provision of Rs. 53.35 Lacs (Previous year Rs. 37.95 Lacs) as per prudential norms of RBI Act and rules made thereunder read with notes thereon vide Note- 19 gives the information required by the Companies Act, 1956 in the manner so required and gives a true & fair view in conformity with the accounting principles generally accepted in India;

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 section211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF AD-MANUM FINANCE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2013. WE REPORT THE SUB PARAGRAPHS APPLICABLE TO THE COMPANYAS UNDER:

1) FIXEDASSETS:

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

b) The Company has verified its fixed assets at the end of the year, which in our opinion is reasonable having regard to the size of the Company and nature of its business. We have been informed that no material discrepancies were noticed on such verification as compared to book records.

c) The Company has not disposed of any substantial part of its fixed assets during the year so as to affect its going concern status.

2) INVENTORY:

As the Company is carrying on the business of loan finance and power generation, therefore, the requirement of this clause is not applicable to the Company.

3) LOANSANDADVANCES:

i) We are informed that the company has taken loan from Managing Director of the company amounting to f 0.31 crore (Maximum amount outstanding during the year Rs. 0.32 crore) and outstanding at the end of year Rs. 3 5.19 Lacs. _

ii) In our opinion the rate of interest and other terms and condition on which above loans have been taken is not Prima-Facia prejudicial to the interest of the company.

iii) The company has not granted any loan to any party covered U/S 301 of the Companies Act, 1956.

4) INTERNAL CONTROLS:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of assets and for services rendered. We have neither come across nor have been informed of any continuing failure to correct major weakness in internal control system.

5) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT, 1956:

a) According to the information and explanations given to us by the management, we are of the opinion that the transactions required to be entered 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 u/s 301 of the Companies Act 1956 exceeding the value of Rupees Five lacs or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) FIXED DEPOSITS:

The Company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India and the provisions of section 58A. 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder apply.

7) INTERNALAUDIT:

The Company has an internal audit system which in our opinion needs to be strengthened according to the size of the Company and nature of its business.

8) COST AUDIT:

The Company is carrying on the business of finance, hence no cost records are required to be maintained by the Company under section 209(1) (d) of the Companies Act, 1956.

9) STATUTORY DUES:

a) According to the records of the Company and according to the information and explanations provided to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund. Income Tax, Investor Education and Protection Fund and any other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education andProtection Fund, Employees State Insurance, Income Tax and any other statutory dues were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and as certified by the management there are dues of Income Tax which have not been deposited on account of dispute and the forum where the dispute is pending are given below:-

S. Statute Subject Amount Period of Forum No, matter Rs. in lacs Net Dispute of dispute of Payment F.Y.

01 Income Additions 56.15 2009-10 CIT. Tax Indore

10) POTENTIALLY SICK COMPANY:

There are no accumulated losses as at 31st March, 2013. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) REPAYMENT OFDUES:

According to the records of the Company examined by us and information and explanation given to us, the Company has not defaulted in repayment of dues to any fi nancial institution or bank as at the balance sheet date.

12) LOANS AND ADVANCES GRANTED ON THE BASIS OFSECURITIES:

According to the records of the Company and according to the information and explanations provided to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13) CHIT FUND / NIDHI / MUTUAL BENEFIT SOCIETY:

We are informed that the provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefits Society do not apply to the Company.

14) INVESTMENT:

The Company is not dealing in any shares and securities. All the investments of the Company are held by the Company in its own name and reasonable records have been maintained.

15) GUARANTEES GIVEN:

According to the information and explanations provided to us, the Company has not given any guarantee or corporate guarantee for loan taken by other from banks or financial institutions.

16) TERM LOANS:

The company has not taken any Term Loan during the year,

17) SOURCESANDAPPLICATIONOFFUNDS:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for the purpose of long term investment and no long term funds have been used to finance short term assets (excludes permanent working capital).

18) PREFERENTIAL ALLOTMENT:

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

19) DEBENTURE:

The Company has not issued any debenture during the year.

20) PUBLIC ISSUE:

The Company has not raised any money through a public issue during the year.

21) FRAUD:

During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to information and explanation given to us, we have neither come across any instances of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by management.



Statutory Auditors

For: Mahendra Badjarya & Co

Chartered Accountants

FRN- 0014S7C



Sd/-

CA. M.K. Badjatya

Place: Indore Partner

Date: 29 - 05 - 2013 M.NO. 070578

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s Ad-Manum Finance Limited as at 31st March 2012' the Profit & Loss Account and also the 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.

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 statement. 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.

As required by the Companies (Auditor’s Report) Order 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act 1956 we enclose in the Annexure a statement to the extent applicable; on the matters specified in paragraph 4 & 5 of the said order.

Further to our comments in the Annexure referred to above' we report that: -

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

ii) In our opinion' proper books of accounts as required by law have been kept by the Company on computer so far as appears from our examination of those books;

iii) The Balance Sheet' Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion the Balance Sheet' Profit & Loss Account & Cash Flow Statement dealt with by this report read with schedule 16 in respect of notes on account and accounting policies' complies with the accounting standards referred to in sub section (3C) of section211 of the Companies Act' 1956;

v) On the Basis of written representation received from the directors' as on 31 st March' 2012' and taken on record by the Board of Directors' we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies act 1956;

vi) In our opinion and to the best of our information and according to the explanation given to us' the said accounts subject to the provision of doubtful debt of Rs 2.31 crore (Previous year Rs 2.12 crore) other than NPA Provision of Rs 37.95 Lacs (Previous year Rs 37.42 Lacs) as per prudential norms of RBI Act and rules made there under read with notes thereon vide Note-19 gives the information required by the Companies Act' 1956 in the manner so required and gives a true & 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 31st March 2012;

b) In the case of the Profit & Loss Account' of the Profit for the year ended on that date; and

c) In the case of Cash Flow Statement of the said statement for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF AD-MANUM FINANCE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012. WE REPORT THE SUB PARAGRAPHS APPLICABLE TO THE COMPANY AS UNDER:

1) FIXEDASSETS:

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

b) The Company has verified its fixed assets at the end ofthe year' which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed on such verification as compared to book records.

c) The Company has not disposed of any substantial part of its fixed assets during the year so as to affect its going concern status.

2) INVENTORY:

As the Company is carrying on the business of loan finance' therefore' the requirement of this clause is not applicable to the Company.

3) LOANSANDADVANCES:

i) We are informed that the company has taken loan from Managing Director of the company amounting to Rs 2.25 crore (Maximum amount outstanding dining the year Rs 2.25 crore) and outstanding at the end of year Rs 31.64 Lacs.

ii) In our opinion the rate of interest and other terms and condition on which above loan have been taken is not Prima-Facia prejudicial to the interest of the company.

iii) The company has not granted any loan to any party coveredU/S 301 of the Companies Act' 1956.

4) INTERNAL CONTROLS:

In our opinion and according to the information and explanations given to us' there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of assets and for services rendered. We have neither come across nor have been informed of any continuing failure to correct major weakness in internal control system.

5) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT' 1956:

a) According to the information and explanations given to us by the management' we are of the opinion that the transactions required to be entered 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 u/s 301 of the Companies Act 1956 exceeding the value of Rupees Five lacs or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) FIXED DEPOSITS:

The Company has not accepted any deposits from the public to which the directives issued by Reserve Bank of India an ’ ‘he provisions of section 58A. 58AA and any other relevant provisions of the Companies Act' 1956 and the rules framed there under apply.

7) INTERNALAUDIT:

The Company has an internal audit system which in our opinion needs to be strengthened according to the size of the Company and nature of its business.

8) COSTAUDIT:

The Company is carrying on the business of finance' hence no cost records are required to be maintained by the Company under section 209(1 )(d) of the Companies Act' 1956.

9) STATUTORYDUES:

a) According to the records of the Company and according to the information and explanations provided to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund' Income Tax' Investor Education and Protection Fund and any other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us' no undisputed amount payable ^ respect of Provident Fund' Investor Education and Protection Fund' Employees State Insurance' Income Tax and any other statutory dues were out. ; ding as at 31 st March 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and as certified by the management there are dues of Income Tax which have not been deposited on account of dispute and the forum where the dispute is pending are given below:-

S. Subject matter Amount in lacs Period of Dispute No Statute Of dispute Net of Payment F.Y. Forum

01 Incomc Tax Additions 2.35 2000-01 ITAT' Indore

02 Income Tax Additions 5.60 2001-02 ITAT' Indore

03 Income Tax Additions 11.43 2002-03 ITAT' Indore

04 Income Tax Additions 235.41 2007-08 ITAT' Indore

TOTAL Rs 254.84

10) POTENTIALLY SICK COMPANY:

There are no accumulated losses as at 31st March' 2012. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) REPAYMENT OFDUES:

According to the records of the Company examined by us and information and explanation given to us' the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12) LOANS AND ADVANCES GRANTED ON THE BASIS OF SECURITIES:

According to the records of the Company and according to the information and explanations provided to us' the Company has not granted loans and advances on basis of security by way of pledge of shares' debentures & other securities.

13) CHIT FUND / NIDHI / MUTUAL BENEFIT SOCIETY:

We are informed that the provisions of any special statute applicable to Chit Funds' Nidhi or Mutual Benefits Society do not apply to the Company.

14) INVESTMENT:

The Company is not dealing in any shares and securities All the investments of the Company are held by the Company in its own name and reasonable records have been maintained.

15) GUARANTEES GIVEN:

According to the information and explanations provided to us' the Company has not given any guarantee or corporate guarantee for loan taken by other from hanks or financial institutions.

16) TERM LOANS:

The company has not taken any Term Loan during the year.

17) SOURCESAND APPLICATION OFFUNDS:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company' we report that no funds raised on short term basis have been used for the purpose of long term investment and no long term funds have been used to finance short term assets (excludes permanent working capital).

18) PREFERENTIAL ALLOTMENT:

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

19) DEBENTURE:

The Company has not issued any debenture during the year.

20) PUBLIC ISSUE:

The Company has not raised any money through a public issue during the year.

21) FRAUD:

During the course of our examination of the books and records of the Company' carried out in accordance with generally accepted auditing practices in India' and according to information and explanation given to us' we have neither come across any instances of fraud on or by the Company noticed or reported during the year' nor have we been informed of such case by management.

For: Mahendra Badjatya & Company Chartered Accountants FRN- 001457C

Sd/-

CA.M.K. Badjatya

Date : 27.08.2012 Proprietor

Place : INDORE Membership No. 070578

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Ad-Manum Finance Limited as at 31st March 2010, the Profit & Loss Account and also the Cash Flow Statement of the Company for the Year ended on that date annexed thereto. These financial statements are he responsibility of the Companys management. C ur responsibility is to express an opinion on these financial statements based on our audit.

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 statement. 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.

As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act 1956 we enclose in the Annexure a statement to the extent applicable; on the matters specified in paragraph 4 & 5 of the said order.

Further to our comments in the Annexure referred to above, we report that :-

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

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

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

iv) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow Statement dealt with by this report read with schedule 15 in respect of notes on account and accounting policies, comply with the accounting standards referred to in sub section (3c) of section 211 of the Companies Act, 1956;

v) On the Basis of written representation received frori the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies act 1956;

vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with notes thereon vide Schedule - 15 gives the information required by the Companies Act, 1956 in the manner so required and gives a true & 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 31st March 2010;

b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

c) In the case of Cash Flow Statement of the said statement for the year ended on that date.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF AD-MANUM FINANCE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010.WE REPORT THE SUB PARAGRAPHS APPLICABLE TO THE COMPANY AS UNDER:

1) FIXED ASSETS:

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

b) The Company has verified its fixed assets at the end of the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed on such verification as compared to book records.

c) The Company has not disposed off substantial part of its fixed assets during the year.

2) INVENTORY:

As the Company is carrying on the business of loan finance, therefore, the requirement of this clause is not applicable to the Company.

3) LOANS AND ADVANCES :

We are informed that the company has not taken/ granted loan from to companies, firms or other parties registered under section 301 of the Companies Act, 1956 during the year.

4) INTERNAL CONTROLS :

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of it business for the purchase of assets. During the course of our audit, no major weakness have been noticed in the internal controls.

5) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT, 1956:

a) According to the information and explanations given to us by the management we are of the opinion that the transactions required to be entered 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 u/s 301 of the Companies Act 1956 exceeding the value of Rupees Five lacs or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) FIXED DEPOSITS :

The Company has neither invited nor accepted any deposits from the Public during the year.

7) INTERNAL AUDIT:

The Company has its own staff handling internal audit which in our opinion is adequate, commensurate with the size of the Company and nature of its business.

8) COST AUDIT:

The Company is carrying on the business of finance, hence no cost records are required to be maintained by the Company under section 209(l)(d) of the Companies Act, 1956.

9) STATUTORY DUES :

a) According to the records of the Company and according to the information and explanations provided to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Investor Education and Protection Fund and any other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund Employees State Insurance, Income Tax and any other statutory dues were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and as certified by the management there are dues of Income Tax which have not been deposited on account of dispute and the forum where the dispute is pending are given below :-

S. Statute Subject matter Amount Period of Forum No.

01. Income of dispute Rs in lacs Dispute CIT Appeals

Tax Additions 2.35 00-01 Indore

02. Income CIT Appeals

Tax Additions 5.60 01-02 Indore



10) POTENTIALLY SICK COMPANY:

There are no accumulated losses as at 31st March, 2010. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) REPAYMENT OF DUES :

We are informed that the Company has not defaul- ted in repayment of dues to financial institutions or banks.

12) LOANS AND ADVANCES GRANTED ON THE BASIS OF SECURITIES :

According to the records of the Company and according to the information and explanations provided to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13) CHIT FUND / NIDHI / MUTUAL BENEFIT SOCIETY:

We are informed that the provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefits Society do not apply to the Comapny.

14) INVESTMENTS :

All the investments of the Company are held by the Company in its own name and reasonable records have been maintained.

15) GUARANTEES GIVEN :

According to the information and explanations provided to us, the Company has not given any guarantee or corporate guarantee for loan taken by other from banks or financial institutions.

16) TERM LOANS :

The company nas not taken any Term Loan during the year.

17) SOURCES AND APPLICATION OF FUNDS :

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for the purpose of long term investment and no long term funds have been used to finance short term assets (excludes permanent working capital).

18) PREFERENTIAL ALLOTMENT:

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

19) DEBENTURE :

The Company has not issued any debenture during the year.

20) PUBLIC ISSUE :

The Company has not raised any money through a public issue during the year.

21) FRAUD :

Based upon the audit procedures performed and the information and explanations provided to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For MAHENDRA BADJATYA & Co.

Chartered Accountants

Regn. No. of firm : 001457C

Sd/-

(CA. M.K. BADJATYA)

Place : INDORE Proprietor

Date : 31.08.2010 Membership No. 070578