Auditor Report of Adharshila Capital Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of ADHARSHILA CAPTIAL SERVICES LIMITED which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management Responsibility for 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 standalone 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 of 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based in 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(10) of the Act. 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 the 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 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. 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 in sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

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 Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b. In the case of Profit and Loss Statement, 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, 2015 ("the Order") issued by the Central Government in terms of section 143(11) of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have obtained all the information and explanations which to the best 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 to those book.

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 214;

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

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 does not have any pending litigations which would impact its financial positions

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

iii. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

3. Further, as required by 'Non Banking Financial Companies Auditor's Report (Reserve Bank) Direction, 1988, we further stat that we have submitted a separate report to the Board of Directors of the Company on the matter specified in said directions as under :-

a) The company applied for registration as provided in section 451A of the Reserve Bank of India Act, 1934 and has obtained certificate of registration from the Reserve Bank of India.

b) The Company is entitled to continue to hold the Certificate of Registration in terms of its asset/ income pattern as on 31st March, 2015.

c) The Board of Directors of the company has passed a resolution for non- acceptance of any public deposit.

d) The company has not accepted any public deposit during the year under reference.

e) The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning of bed and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

(Referred to in paragraph (1) of our Report on other Legal and Regulatory requirements section of our report of even date)

1. a. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the company have been physically verified during the year by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

2. Since the company does not have any inventory information required under para 2(ii) (a) to (c) is not being given.

3. According to the information made available to us, the company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under section 189 of the Act, accordingly Para 2(iii)(a) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal procedures commensurate with the size of the company and nature of its business, for purchase of inventory and fixed assets and for the sale of goods and service. Further on the basis of our examination and according the information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in internal control procedures.

5. On the basis of information and explanations given to us and our scrutiny of company's records, in our opinion, the company has not accepted any public deposits.

6. To the best of our knowledge and belief and according to information given to us, Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for the products of the Company.

7. (a)According to the information and explanation given to us the company is generally regular in depositing with appropriate authorities the undisputed statutory dues including income-tax, Wealth-tax, Sales-tax, Service Tax Custom Duty, Excise Duty and any other statutory dues applicable to it. Further, there was no arrears of undisputed statutory dues outstanding as at 31st March, 2015 for a period of more than six month from the date they became payable.

(b)According to the information and explanations given to us, there are no tax dues of Income Tax, Wealth-tax, Sales-tax, Service tax Custom Duty, Excise Duty, Value added tax or cess which have not been deposited on account of any dispute.

8. The Company does not have accumulated losses. The company has not incurred cash losses during the financial year and in the immediately preceding financial year the company has incurred cash losses of Rs. 3,31,180/-.

9. Based on our examination and according to the information and explanation given us, the company has not borrowed from any financial intuitions, banks or issued any debentures.

10. According to the records of the company and the information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial intuitions.

11. In our opinion and on the basis of information and explanations given to us and on overall basis, no term loans have been availed by the Company.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit for the year ended 31 March, 2015.

FOR B.K. KAPUR AND CO., Chartered Accountants, Firm Registration No. 000852C

Place : Ghaziabad Date : 27.05.2015

(M.S. KAPUR) F.C.A Partner M.N. 74615

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Mar 31, 2014

We have audited the accompanying financial statements of ADHARSHILA CAPITAL SERVICES LIMITED 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 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 de- sign, 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, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of ac- counting 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 pro- vide a basis for our audit opinion.

Opinion:

1. In our opinion and to the best of our information and according to the explana- tions 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 31,2014;

b) in the case of the Statement of Profit and Loss, of the 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.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2003 ("theOrder") is- sued 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.

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;

d) 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, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

e) 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.

3. Further, as required by 'Non Banking Financial Companies Auditor's Report (Reserve Bank) Direction,1988', we further state that we have submitted a sep- arate report to the Board of Directors of the Company on the matters specified in said directions as under:-

a) The company applied for registration as provided in section 45IA of the Re- serve Bank of India Act, 1934 and has obtained certificate of registration from the Reserve Bank of India.

b) The Company is entitled to continue to hold the Certificate of Registration in terms of its asset/income pattern as on 31st March, 2014.

c) The Board of Directors of the company has passed a resolution for non - ac- ceptance of any public deposit.

d) The company has not accepted any public deposit during the year under ref- erence.

e) The company has complied with the prudential norms relating to income rec- ognition, accounting standards, assets classification and provisioning of bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (1) of our Report on other Legal and Regulatory requirements of even date of ADHARSHILA CAPITAL SERVICES LIMITED for the year ended 31st March, 2014.)

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified during the year by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) As per records and information and explanation given to us there was no sale of fixed assets during the year, therefore, no comment is required under paragraph 4(i) (c) of the Order.

2. Having regards to the nature of the company's business/activities clause 4(ii)(a) to (c) is not applicable to the company.

3. According to information made available to us, the company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(b) to (d) of the Order are not applicable to the company.

4. According to information made available to us, the company has not taken any loan, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(e) to (g) of the Order are not applicable to he company.

5. In our opinion and according to the information and explanations given to us, the nature of company business is such that it does not purchase Inventory, or sell goods.

6. (a) Based on our examination and according to the information and explanation given , to us, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act,1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and on the basis of 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 during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time where such market prices are available.

7. In our opinion and on the basis of information and explanations given to us, the company has not accepted any public deposit from public within the meaning of section 58 A and 58AA of the Companies Act, 1956 and or any other relevant provisions of the Act and rules framed there under.

8. The Company does not have any internal audit system. In the opinion of the management internal audit system is not considered necessary having regard to the nature of business and volume of transactions.

9. Maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 in respect of the activities undertaken by the company during the financial year under report.

10. As informed to us, Employees Provident Fund Act, 1952 and Employees State Insurance Act are not applicable to the Company for the time being. On the basis of information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Income Tax,Service Tax Sales Tax, Wealth Tax, Custom Duty and Excise Duty whichever is applicable with the appropriate authorities. No amount was due to be deposited under Investor Education and Protection Fund. Further there was no arrears or outstanding statutory dues as at 31st March, 2014 for a period of more than six months from the date they became payable.

11. According to the records of the company examined by us, there are no dues of Income Tax, customs duty, wealth tax, Sale Tax, Service Tax and cess which have not been deposited on account of any dispute.

12. The Company does not have any accumulated Losses. The company has incurred cash losses during the financial year ended 31st March, 2014 of Rs.331180/- and in the immediate preceding financial year amounting to Rs. 439832/-

13. In our opinion and on the basis of information and explanations given to us, the company has not borrowed from any financial institutions, bank or issued any Debentures.

14. 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, therefore, no comment is required under para 4 (xii) of CARO, 2003.

15. As the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore provisions of clause 4(xiii) of the order are not applicable to the company

16. Based on our examination of the records and evaluation of related internal controls the company has maintained proper records of the transaction and contracts in respect of investments and has also made timely entries thereon. All investments are held by the Company in its own name.

17. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

18. On the basis of information and explanations given to us, and on an overall examination of the financial statements of the company, no funds raised on short term basis have been used for long term investment.

19. According to the information and explanation given to us, during the period covered by our audit report, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The company has not issued any debenture, therefore, no comments is required under Para 4 (xix) of CARO, 2003.

21. The Company has not raised any money by public issue, during the year.

22. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.K.KAPUR AND CO., Chartered Accountants, Firm Registration No. 000852C

(M.S.KAPUR) F.C.A. Partner. M.No.74615. Pace : Ghaziabad Dated : 24th 2014

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Mar 31, 2013

We nave audited the accompanying financial statements of ADHARSHILA CAPITAL SERVICES LIMITED 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 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 de- -igr 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 poll - ces 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 gener- ally 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 Statement of Profit and Loss, of the 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 or that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2003 ("the Order") is- sued 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, 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

4. Further, as required by 'Non Banking Financial Companies Auditors Report (Reserve Bank) Direction, 1988' , we further state that we have submitted a sep arate report to the Board of Directors of the Company on the matters specified in said directions as under:-

a) The company applied for registration as provided in section 45IA of the Re serve Bank of India Act, 1934 and has obtained certificate of registration from the Reserve Bank of India.

b) The Company is entitled to continue to hold the Certificate of Registration in terms of its asset/income pattern as on 31st March, 2013.

c) The Board of Directors of the company has passed a resolution for non - ac- ceptance of any public deposit.

d) The company has not accepted any public deposit during the year under ref -erence.

e) The company has complied with the prudential norms relating to income rec-ognition. accounting standards, assets classification and provisioning of bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) The fixed assets of the Company have been physically verified during the year by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) As per records and information and explanation given to us there was no sale of fixed assets du ring the year, therefore, no comment is required under paragraph 4(i) ( c ) of the Order

2. Having regards to the nature of the company's business/activities clause 4(ii)(a) to (c) is not applicable to the company.

3 According to information made available to us, the company has not granted any loan secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(b) to (d) of the Order are not applicable to the company.

4 According to information made available to us, the company has not taken any loan secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(e) to (g) of the Order are not applicable to the company

5. In our opinion and according to the information and explanations given to us nature of company business is such that it does not purchase Inventory, or sell goods

6. (a) Based on our examination and according to the information and explanation given to us, we a,e of the opinion that particulars of contracts or arrangements referred to inSection 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and on the basis of 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 during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time where such market prices are available

7. In our opinion and on the basis of information and explanations given to us the company has not accepted any public deposit from public within the meaning of section 58 A and 58AA of the Companies Act, 1956 and or any other relevant provisions of the Act and rules framed there under.

8. The Company does not have any internal audit system. In the opinion of the management internal audit system is not considered necessary having regard to the nature of business and volume of transactions

9. Maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 in respect of the activities undertaken by the company during the financial year under report.

10 As informed to us, Employees Provident Fund Act, 1952 and Employees State Insurance Act are not applicable to the Company for the time being On the basis of information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Income Tax Service Tax Sales Tax Wealth Tax, Custom Duty and Excise Duty whichever is applicable with the appropriate authorities No amount was due to be deposited under Investor Education and Protection Fund. Further there was no arrears or outstanding statutory dues as at 31st March, 2013 for a period of more than six months from the date they became payable.

11 According to the records of the company examined by us, there are no dues of Income Tax. customs duty wealth tax, Sale Tax, Service Tax and cess which have not been deposited on account of any dispute.

12. The Company does not have any accumulated Losses The company has incurred cash losses of Rs 439832/- during the financial year ended 31st March, 2013 and cash loss in the immediate preceding financial year is Rs 624882/-.

13. In our opinion and on the basis of information and explanations given to us the ' company has not borrowed from any financial institutions, bank or issued any Debentures

14 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 therefore, no comment is required under para 4 (xii) of CARO, 2003.

15. As the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore provisions of clause 4(xiii) of the order are not applicable to the company

16 Based on our examination of the records and evaluation of related internal controls the company has maintained proper records of the transaction and contracts inrespect of investments and has also made timely entries thereon. All investments are held by the Company in its own name.

17. According to the information and explanation given to us the company has not given any guarantee for loans taken by others .from bank or financial institutions.

18. On the basis of information and explanations given to us, and on an overall examination of the financial statements of the company, no funds raised on short term basis have been used for long term investment.

19. According to the information and explanation given to us, during the period covered by our audit report, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The company has not issued any debenture, therefore, no comments is required under Para 4 (xix) of CARO, 2003.

21. The Company has not raised any money by public issue, during the year.

22. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.K.KAPUR AND CO., Chartered Accountants,

Firm Registration No. 000852C

Place: Ghaziabad (M.S.KAPUR) F.C.A. Dated: 28.05.13 Partner. M.No.74615.

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Mar 31, 2012

1. We have audited the attached Balance Sheet of "ADHARSHILA CAPITAL SERVICES LIMITED", as at 31st March, 2012 and also the Profit and Loss Statement and the Cash flow Statement 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 the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any 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 management, as well as evaluating the overall presentation of the financial statements. 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 give in the Annexure, a statement on the matters specified in paragraph 4 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 purpose of our audit.

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in sub-section (3C) of the Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st 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.

5. Further, as required by 'Non Banking Financial Companies Auditor's Report (Reserve Bank) Direction,1988' , we further state that we have submitted a separate report to the Board of Directors of the Company on the matters specified in said directions as under:-

a) The company applied for registration as provided in section 45IA of the Reserve Bank of India Act, 1934 and has obtained certificate of registration from the Reserve Bank of India.

b) The Company is entitled to continue to hold the Certificate of Registration in terms of its asset/income pattern as on 31st March,2012.

c) The Board of Directors of the company has passed a resolution for non - acceptance of any public deposit.

d) The company has not accepted any public deposit during the year under reference.

e) The company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning of bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes 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:

i) in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of Profit and Loss Statement of the Loss for the year ended on that date, and

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

Annexure referred to in Para 3 to the Auditor's Report

1. (a) The Company has maintained proper records to show full particulars including

quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified during the year by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) As per records and information and explanation given to us there was no sale of fixed assets during the year, therefore, no comment is required under paragraph 4(i) (c) of the Order.

2. Having regards to the nature of the company's business/activities clause 4(ii)(a) to (c) is not applicable to the company.

3. According to information made available to us, the company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(b) to (d) of the Order are not applicable to the company.

4. According to information made available to us, the company has not taken any loan, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Act, accordingly clause 4(iii)(e) to (g) of the Order are not applicable to he company.

5. In our opinion and according to the information and explanations given to us, the nature of company business is such that it does not purchase Inventory, or sell goods.

6. (a) Based on our examination and according to the information and explanation given to us, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and on the basis of 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 during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time where such market prices are available.

7. In our opinion and on the basis of information and explanations given to us, the company has not accepted any public deposit from public within the meaning of section 58 A and 58AA of the Companies Act, 1956 and or any other relevant provisions of the Act and rules framed there under.

8. The Company does not have any internal audit system. In the opinion of the management internal audit system is not considered necessary having regard to the nature of business and volume of transactions.

9. Maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 in respect of the activities undertaken by the company during the financial year under report.

10. As informed to us, Employees Provident Fund Act, 1952 and Employees State Insurance Act are not applicable to the Company for the time being. On the basis of information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Income Tax,Service Tax Sales Tax, Wealth Tax, Custom Duty and Excise Duty whichever is applicable with the appropriate authorities. No amount was due to be deposited under Investor Education and Protection Fund. Further there was no arrears or outstanding statutory dues as at 31st March, 2012 for a period of more than six months from the date they became payable.

11. According to the records of the company examined by us, there are no dues of Income Tax, customs duty, wealth tax, Sale Tax, Service Tax and cess which have not been deposited on account of any dispute.

12. The company does not have any accumulated Losses. The company has incurred cash losses during the financial year ended 31st March, 2012 however there is no cash loss in the immediate preceding financial year.

13. In our opinion and on the basis of information and explanations given to us, the company has not borrowed from any financial institutions, bank or issued any Debentures,

14. 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, therefore, no comment is required under para 4 (xii) of CARO, 2003.

15. As the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore provisions of clause 4(xiii) of the order are not applicable to the company

16. Based on our examination of the records and evaluation of related internal controls the company has maintained proper records of the transaction and contracts in respect of investments and has also made timely entries thereon. All investments are held by the Company in its own name.

17. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

18. On the basis of information and explanations given to us, and on an overall examination of the financial statements of the company, no funds raised on short term basis have been used for long term investment.

19. According to the information and explanation given to us, during the period covered by our audit report, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The company has not issued any debenture, therefore, no comments is required under Para 4 (xix) of CARO, 2003.

21. The Company has not raised any money by public issue, during the year.

22. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.K.KAPUR AND CO., Chartered Accountants, Firm Registration No. 000852C



Pace : Ghaziabad (M.S.KAPUR) F.C.A. Dated : 03rd September, 2012 Partner. M.No.74615.