Auditor Report of Ajwa Fun World & Resorts Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of AJWA FUN WORLD & RESORT LIMITED which comprise the Balance Sheet as at 31 March 2014, 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 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. read with the General Circular 15/3013 dated 13th September, 2013 of the MCA 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 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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:

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 the books of the company.

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 sub-section (3C) of Section 211 of the Companies Act, 1956; and read with the General Circular 15/3013 dated 13th September, 2013 of the MCA in respect of section 133 of the Companies Act, 2013

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

The Annexure referred to in our report to the members,of AJWA FUN WORLD & RESORT LIMITED for the year ended 31 March 2014. We report that:

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 and on the basis of such checks as we considered appropriate, we further report that:

(i) (a) In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We have been informed that no serious discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of the fixed assets during the year.

(ii) (a) In our opinion the stocks of the stores, eatables & beverages, spare parts etc. have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification, which were not material, have been properly dealt within the books of account.

(iii) (a) The Company has taken interest free unsecured loan from the parties covered in register maintained u/s. 301 of the Companies Act, 1956 and the yearend balance was Rs. 3,32,71,584/- The Company has granted interest free unsecured loan to two parties covered in register maintained u/s. 301 of the Companies Act, 1956 and the yearend balance was Rs. 54,49,636/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken / granted from the parties listed in the register maintained u/s.301 of the Companies Act are not, prima facie, prejudicial to the interest of the company.

(c) In respect of interest - free loans taken/granted by the company, principal amount is repayable on demand.

(d) There are no overdue amounts of loans taken/granted by the company as these loans are repayable on demand (iv) In our opinion and according to the information and explanations given to us, there are adequate internal procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have not come across any instance of major weaknesses in internal controls. (v) (a) In our opinion and according to the information and explanation given to us, the transactions that need to entered into the register maintained u/s.301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information given to us, there are no transactions in pursuance of the contract or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000 or more.

(vi) As per the information and explanations given to us, the company has not accepted deposits from public and has not complied with any of the directives issued by the Reserve Bank of India and the provisions of Section 58AA of the act and the rules framed there under in respect of such deposits.

(vii) The Company does not have any internal audit system. (viii) This clause is not applicable as the Company is not a manufacturing Company.

(ix) (a) According to the records of the Company and the information and explanations given to us, detail of dues of Sales tax, Income tax, Custom tax, Wealth tax, Excise duty and Cess which have not been deposited as on 31st March 2014 on account of any dispute are given below :

NAME OF THE NATURE OF PERIOD TO WHICH THE AMOUNT STATUTE DUES AMOUNT RELATES (Rs.)

Gujurat Electricity Installation 01.04.1997 to 31.03.1998 1.95.070 Board Charges & Interest

NAME OF THE STATUTE FORUM WHERE DISPUTE PENDING PAYMENT

Gujurat Electricity Board Gujurat Electricity Board

(x) The accumulated losses at the end of the financial year are more than fifty percent of its net worth.

The company has not incurred any cash losses during the financial year.

(xi) In our opinion and according to information and explanation given to us, the company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) in our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions clauses 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions which are prejudicial to the interest of the Company.

(xvi) This clause is not applicable as the Company has not obtained any loans in the nature of term loan, during the financial year.

(xvii) 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 long term assets and no long term loans have been used to finance short term assets.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) This clause is not applicable as the Company has not issued any debentures.

(xx) During the period covered by our report, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations give to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For PORWAL & PORWAL CHARTERED ACCOUNTANTS FRN : 118727W N.N. PORWAL Place: Mumbai PARTNER Date: 25-08-2014 M.No.049610

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of AJWA FUN WORLD & RESORT LIMITED which comprise the Bafance Sheet as at 31 March 2013, Ihe Statement of Profit and Loss and the Cash Flow Statement for Ihe 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 Ihe preparation of these financial statements thai give a true and fair view of the financial posrtion, financial performance and cash flows of the Company in accordance with the Accounting Standards refened to in sub-section (3C) of section 211 of the Companies Act, 1§56. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of Ihe financial statements that give a Irue and fair view and are free from matenal misstatement, whether due to fraud or emor.

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 thai we comply wilh ethical requirements and plan and perform Ihe audit to obtain reasonable assurance about whether Ihe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about Ine 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 pnnciples generally accepted in India:

i. in the case of Ihe balance sheet, of the state of affairs of the Company as at 31 March 2013;

ii. in the case of the statement of profit and lossr of the profit for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the year ended on thai date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of Ihe 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 Ihe 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 the books of the company.

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, Ihe Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-seclion (3C) of Section 211 of the Companies Act, 19SS: and

e. on the basis of written representations received from the directors as on 31 March 2013. and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1&56.

The Annexure referred Id in our report to the members of AJWA FUN WORLD &. RESORT LIMITED for [he year ended 31 March 2013. We report thai:

As required by the Companies (Auditors'' Report} Order, 2003 issued by the Central Government of India in terms of sub-section 4Aof section 227 of The Companies Act, 1956 and on the basis of such checks as we considered appropnate, we further report thai:

(i) (a) In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) As explained to us, the fixed assets have been physically venfied by the management during the year. We have been informed that no senous discrepancies were noticed on such verification. {c} In our opinion, the company has not disposed of substantial part of the fixed assets during the year. (ii) {a) In our opinion the stocks of the stores, eatables &. beverages, spare parts etc. have been physically venfied by the management at reasonable intervals.

(b) In our opinion and according to the infonTialion and explanations given to us, the procedures of physical verification of slocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification, which were not material, have been properly dealt within the books of account.

(iii)fa}The Company has taken interest free unsecured loan from the parties covered in register maintained u/s. 301 of the Companies Act, 1956 and the yearend balance was Rs. 33,183,740/-

The Company has granted interest free unsecured loan to two parties covered in register maintained u/s. 301 of the Companies Acl, 1956 and the yearend balance was Rs. 425,394/-.

{b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken / granted from Ihe parties listed in the register maintained u/s.3Q1 of the Companies Act are not, prima facie, prejudicial to the interest of the company.

(c) In respect of interest - free loans taken/granted by the company, principal amount is repayable on demand.

There are no overdue amounts of loans taken/granted by the company as these loans are repayable on demand

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have not come across any instance of major wealtnesses in internal controls.

v) (a) In our opinion and according to the information and explanation given to us, the transactions that need to entered into the register maintained u/s.301 of the Companies Act. 1956 have been so entered.

(b) In our opinion and according to the information given to us, there are no transactions in pursuance of the contract or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000 or more.

(vi) As per the information and explanations given to us. the company has not accepted deposits from public and has not complied with any of the directives issued by the Reserve Bank of India and Ihe provisions of Section 56AA of the act and the ruies framed there under in respect of such deposits.

(vii) The Company does not have any internal audit system.

{viii} This clause is not applicable as the Company is not a manufacturing Company. (ix) {a) According to the records of the Company and the information and explanations given to us. detail of dues of Sales tax, Income tax. Custom tax.

(x) The accumulated losses at the end of Ihe financial year are more than frfty percent of its net worth. The company has not incurred any cash losses during the financial year

(xi) In our opinion and according to information and explanation given lo U3r the company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

{xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions clauses 4{xiii) of the Companies (Auditor''s Report} Order. 2003 are not applicable to the Company.

(xiv} In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4{xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions which are prejudicial to the interest of the Company.

(xvi) This clause is not applicable as the Company has not obtained any loans in the nature of term loan, during the financial year.

(xvii) According lo the information and explanations given lo us arid 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 kwg term assets and no long term loans have been used to finance short term assets. (xviii} According lo the information and explanations given to us, during Ihe period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act. 1956. (xix} This clause is not applicable as the Company has not issued any debentures. {xxj During the period covered by our report, the Comsany has not raised any money by way of a public issue.

xxi To the best of our knowledge and belief and according to the information and explanations give to us, no fraud on or by the Company has been noticed or reported during the course of our audit

For PORWAL & PORWAL

CHARTERED ACCOUNTANTS

FRN No. 118727W

N.N. PORWAL

Place : Mumbai PARTNER

Date: 30-0B-2013 M.No.049610

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Mar 31, 2012

We have audited the attached Balance Sheet of AJWA FUN WORLD & RESORT LIMITED as at 31st March 2012, the Profit & Loss Account for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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.

3. In our opinion, proper books of account as required by law, have been kept by the company, so far as appears from our examination of the books of the company.

4. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of Account.

5. i) Provision for Gratuity & Leave Encashment, in accordance with Accounting Standard - 15, is not made in the accounts.

ii) Segment Reporting in accordance with Accounting Standard - 17, has not been made in accounts.

iii) Subject to the foregoing, in our opinion, the Balance Sheet and Profit & Loss Account dealt with in this report comply with Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

6. On the basis of the written representations received from the directors, 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.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with the notes thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012; and

(b) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

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 and on the basis of such checks as we considered appropriate, we further report that:

(i) (a) In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We have been informed that no serious discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of the fixed assets during the year.

(ii) (a) In our opinion the stocks of the stores, eatables & beverages, spare parts etc. have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification, which were not material, have been properly dealt within the books of account.

(iii) (a) The Company has taken interest-free unsecured loans from two parties covered in the register maintained u/s.301 of the Companies Act, 1956 and the year end balance was Rs. 2,95,38,195/-. The Company has granted interest free unsecured loan to one party covered in register maintained u/s. 301 of the Companies Act, 1956 and the year end balance was Rs. 4,12,894/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken / granted from the parties listed in the register maintained u/s.301 of the Companies Act are not, prima facie, prejudicial to the interest of the company.

(c) In respect of interest - free loans taken/granted by the company, principal amount is repayable on demand.

(d) There are no overdue amounts of loans taken/granted by the company as these loans are repayable on demand

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have not come across any instance of major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanation given to us, the transactions that need to entered into the register maintained u/s.301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information given to us, there are no transactions in pursuance of the contract or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000 or more.

(vi) As per the information §nd explanations given to us, the company has not accepted deposits from public and has not complied with any of the directives issued by the Reserve Bank of India and the provisions of Section 58AA of the act and the rules framed there under in respect of such deposits.

(vii) The Company does not have any internal audit system.

(viii) This clause is not applicable as the Company is not a manufacturing Company.

(ix) (a) According to the records of the Company and the information and explanations given to us, detail of dues of Sales tax, Income tax, Custom tax, Wealth tax, Excise duty and Cess which have not been deposited as on 31st March 2012 on account of any dispute are given below:

NAME OF THE NATURE OF PERIOD TO WHICH THE AMOUNT FORUM WHERE STATUTE DUES AMOUNT DISPUTE PENDING RELATES (Rs.) PAYMENT

INSTALLATION GUJURAT GUJURAT ELECTRICIY BOARD CHARGES & 01.04,1997 TO 31.03.1998 195,070 ELECTRICITY INTEREST BOARD

THE COMMISSIONER OF ENTERTAINMENT 01.01.2002 COLLECTOR TO 31.03.2005 29,88,583 OFFICE VADODARA ENTERTAINMENT TAX

(x) The accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year.

(xi) In our opinion and according to information and explanation given to us, the company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions clauses 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In bur opinion and according to the information and explanations given to us, the Company has not'' given guarantees for loans taken by others from banks or financial institutions which are prejudicial to the interest of the Company.

(xvi) This clause is not applicable as the Company has not obtained any loans in the nature of term loan, during the financial year.

(xvii) 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 long term assets'' and no long term loans have been used to finance short term assets.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) This clause is not applicable as the Company has not issued any debentures.

(xx) During the period covered by our report, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations give to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For PORWAL & PORWAL

CHARTERED ACCOUNTANTS

N.N. PORWAL

PLACE: MUMBAI PARTNER

DATED: 29th August 2012 M.No.49610

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Mar 31, 2011

We have audited the attached Balance Sheet of AJWA FUN WORLD & RESORTS LIMITED as at 31st March 2011, the Profit & Loss Account for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is 1o express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ou r opinion.

2. 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.

3. in our opinion, proper books of account as required by law, have been kept by the company, so far as appears from our examination of the books of the company.

4. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

5. t) Provision for diminution in the value of investments to recognize the decline other than

temporary, in accordance with Accounting Standard -13, is not made in the accounts.

ii) Provision for Gratuity & Leave Encasement, in accordance with Accounting Standard -15, is not made in the accounts.

iii) Some of the Investments made by the Company in shares are not held in the name of the company though required under the provisions of section 49 of the Companies Act, 1956,

iv) Segment Reporting in accordance with Accounting Standard -17, has not been made in accounts.

v) Subject to the foregoing, in our opinion, the Balance Sheet and Profit & Loss Account dealt with in this report comply with Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

6. On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31" March, 2011 from

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

7. In our opinion and to the best of our information and according to the explanations given to us, they said accounts, together with the notes thereon, give the information''s required under the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31" March 2011; and ''

(b) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub-section 4 A of section 227 of The Companies Act, 1956 and on the basis of such checks as we considered a appropriate, we further report that:

(i) (a) In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the year, We have been informed that no serious discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of the fixed assets during the year.

(ii) (a) In our opinion, the stocks of the stores, eatables & beverages, spare parts etc. have been physically verified by the management al reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification, which were not material, have been properly dealt within the books of account.

(iii) (a) The Company has taken interest-free unsecured loans from two parties covered in the register maintained u/s.301 of the Companies Act, 1956 and the year end balance was Rs.

2,87,84,888.The Company has granted Interest free unsecured loan to one party covered in register maintained u/s. 301 of the Companies Act, 1956 and the yearend balance was Rs.3,78,387.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken /granted from the parties listed in the register maintained u/s.301 of the Companies Act are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of interest - free loans taken/granted by the company, principal amount is repayable on demand.

(d) There are no overdue amounts of loans taken/granted by the company as these loans are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have not come across any instance of major weaknesses in internal controls,

(v) (a) In our opinion and according to the information and explanation given to us, the transactions that need to entered into the register maintained u/s,301 of the Companies Act, 1956 have been us entered.

{b) in our opinion and according to the information given to us, there are no transactions in pursuance of the contract or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000 or more,

(vi) As per the information and explanations given to us, the company has not accepted deposits from public and has not complied with any of the directives issued by the Reserve Bank of India and the provisions of Section and 58AA of the act and the rules framed there under in respect of such deposits.

(vii) The Company does not have any internal audit system,

(viii) This clause is not applicable as the Company is not a manufacturing Company.

(ix) (a) According to the records of the Company and the information and explanations given to us, detail of dues of Sales tax, Income tax. Custom tax, Wealth tax, Excise duty and Cess which have not been deposited as on 3151 March 2011 on account of any dispute are given below:

NAME OF THE NATURE OF PERIOD TO WHICH THE AMOUNT FORUM WHERE STATUTE DUES AMOUNT RELATES (Rs.) DISPUTE PENDING PAYMENT

GUJURAT ELECTRICITY INSTALLATION GUJURAT ELECTRICITY CHARGES & 01.04.1997 TO 31.03.1998 195,070

INTEREST BOARD

THE COMMIS SIONER OF ENTERTAINMENT 01.01.2002 TO 31.03.2005 29 88 583 COLLECTOR ENTERTAIN MENT TAX TAX OFFICE VADODARA

(x) The accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has not incurred any cash tosses during the financial year and had also incurred the same during the immediately preceding, financial year also.

(xi) According to the information and explanation given to us, the company has not defaulted in repayment of dues of financial institution but by the end of the year it entered in to a One Time Settlement Scheme of the financial institution and as at the close of the yeat, there have been no defaults in the payment as per the terms of the settlement

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or nidhi/mutual benefit fund/society. Therefore, the provisions clause 4{xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions which are prejudicial to the interest of the Company.

(xvi) This clause is not applicable as the Company has not obtained any loans in the nature of term loan, during the financial year

(xvii) 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 bastes have been used for long term assets and no long term loans have been used to finance short term assets.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) This clause is not applicable as the Company has not issued any debentures.

(xx) During the period covered hay our report, the Company has not raised any money by way of a public issue.

(xxi) 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 PORWAL & PORWAL

CHARTERED ACCOUNTANTS

PLACE: MUMBAI N.N. PORWAL

DATED 31.08.2011 PARTNER

M.No.49610

---

Mar 31, 2010

We have audited the attached Balance Sheet of AJWA FUN WORLD & RESORT LIMITED as at 31st March 2010, the Profit & Loss Account for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of ouraudit.

3. In our opinion, proper books of account as required by law, have been kept by the company, so far as appears from our examination of the books of the company.

4. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

5. i) Provision for diminution in the value of investments to recognize the decline other than temporary, in accordance with Accounting Standard - 13, is not made in the accounts.

ii) Provision for Gratuity & Leave Encasement, in accordance with Accounting Standard -15, is not made in the accounts.

iii) Some of the Investments made by the Company in shares are not held in the name of the company though required under the provisions of section 49 of the Companies Act, 1956.

iv) Subject to the foregoing, in our opinion, the Balance Sheet and Profit & Loss Account dealt with in this report comply with Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

6. On the basis of the written representations received from the directors, 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 (I) of section 274 of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with the notes thereon, give the informations required under the Companies Act, 1956 in the manner so required and give a true and fair vie :

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31" March 2010; and

(b) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

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 and on the basis of such checks as we considered appropriate, we further report that:

(i) (a) In respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. We have been informed that no serious discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed of substantial part of the fixed assets during the year.

(ii) (a) In our opinion, the stocks of the stores, eatables & beverages, spare parts etc. have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification, which were not material, have been properly dealt within the books of account.

(iii) (a) The Company has not taken interest-free unsecured loans from parties covered in the register maintained u/s.301 of the Companies Act, 1956 and the year end balance was Rs. 2,81,95,703.The Company has granted Interest free unsecured loan to one party covered in register maintained u/s.301 of the Companies Act, 1956 and the year end balance was Rs. 3,71,512.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken /granted from the parties listed in the register maintained u/s.301 of the Companies Act are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of interest - free loans taken/granted by the company, principal amount is repayable on demand.

(d) There are no overdue amounts of loans taken/granted by the company as these loans are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have not come across any instance of major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanation given to us, the transactions that need to entered into the register maintained u/s.301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information given to us, there are no transactions in pursuance of the contract or arrangements entered in the register maintained u/s.301 of the CompaniesAct, 1956 aggregating during the year to Rs. 5,00,000 or more.

(vi) As per the information and explanations given to us, the company has accepted deposits from public and has not complied with any of the directives issued by the Reserve Bank of India and the provisions of Section and 58AA of the act and the rules framed there under in respect of such deposits.

(vii) The Company does not have any internal audit system.

(viii) This clause is not applicable as the Company is not a manufacturing Company.

(ix) (a) According to the records of the Company and the information and explanations given to us, detail of dues of Sales tax, Income tax, Custom tax, Wealth tax, Excise duty and Cess which have not been deposited as on 31 * March 2010 on account of any dispute are given below:

NATURE OF PERIOD TO WHICH THE PARTICULARS DUES AMOUNT RELATES

GUJURAT ELECTRICITY INSTALLATION BOARD CHARGES & 01.04.1997 TO 31.03.1998 INTEREST

THE COMMISSIONER OF ENTERTAINMENT 01.01.2002 TO 31.03.2005 ENTERTAINMENT TAX TAX



PARTICULARS AMOUNT FORUM WHERE (Rs.) DISPUTE PENDING

GUJURAT ELECTRICITY BOARD GUJURAT 195,070 ELECTRICITY BOARD

THE COMMISSIONER OF COLLECTOR ENTERTAINMENT TAX 29.88,583 OFFICE VADODARA

(x) The accumulated losses at the end of the financial year are more than fifty percent of its net worth.The company has incurred cash losses during the financial year and had also incurred the same during the immediately proceeding financial year also

(xi) According to the information and explanations given to us, the company had defaulted in repayment of dues to Financial institutional but by the end of the year it entered into a one time settlement scheme of the Financial Institution and as at the close of the year, there have been no defaults in the payments as per the terms of the settlement.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions which are prejudicial to the interest of the Company.

(xvi) This clause is not applicable as the Company has not obtained any loans in the nature of term loan, during the financial year.

(xvii) 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 long term assets and no long term loans have been used to finance short term assets.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) This clause is not applicable as the Company has not issued any debentures.

(xx) During the period covered by our report, the Company has not raised any money byway of a public issue.

(xxi) 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 PORWAL & PORWAL CHARTERED ACCOUNTANTS

PLACE : MUMBAI N.N. PORWAL

DATED: 30.08.2010 PARTNER