Auditor Report of Anjani Finance Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Anjani Finance Limited (the "Company”), which comprise the Balance Sheet as at March 31, 2014, and 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 The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the "Act”) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013. 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.

Auditors'' 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 auditors'' 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 auditors consider 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 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 accompanying 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 profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (the "Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report, comply with the Accounting Standards notified under the Companies Act,1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013;

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements” of our report of even date)

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

b. The Management at reasonable intervals has physically verified these Fixed Assets and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

ii) As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

iii) a. The Company has given loans to one Company covered in the Register maintained under section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 1.23 Crore and the year ended balance is Rs. 85 Lacs.

b. In our opinion and explanation given to us, the rates of interest and other terms and conditions are prima facie not prejudicial to the interests of the company.

c. In respect of the said loans and interest thereon, there are no overdue amounts.

d. According the information and explanations given to us, during the year Company has taken unsecured loans amounting to Rs. 407 lacs from the two Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

e. The rates of interest and other terms and conditions are prima facie not prejudicial to the interests of the company. iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements that were required to be entered in the Register maintained in pursuance of Section 301 of the Companies Act.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. Therefore the provisions of clause (vi) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub- Section (1) of Section 209 of the Act.

ix) a. According to the Information and explanation given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance Fund, Income Tax, Wealth Tax, Excise Duty, Custom Duty, Sales Tax, Cess and any other statutory dues with the appropriate authorities.

b. According to the Information and explanation given to us, no undisputed amount payable in respect of statutory dues applicable to it were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Assessment year to Nature of dues Amount Forum where dispute is pending

x) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a financial institution or a bank.

xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

xiii) In our opinion, the company is neither a chit fund nor nidhi or mutual benefit fund or society and hence clause 4(xiii) of the CARO is not applicable to the company.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of the transactions and contracts in shares, securities debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

xv) According to the information and explanations given to us, and records examination by us, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they have been obtained.

xvii) On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii) During the year 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. Accordingly, clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

xix) The Company did not issue any debentures during the year. Accordingly, clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

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

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

For, O. P. Bhandari & Co. Chartered Accountants Firm Regd. No. 112633W [O. P .Bhandari] Place: Indore Partner Date:26.05.2014 Membership No. 34409

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Anjani Finance Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Row Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 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. Auditors'' 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 auditors'' 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 auditors consider 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 accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(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 Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

i) a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. The Management at reasonable intervals has physically verified these Fixed Assets and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

o. No substantial part of Fixed Assets has been disposed off during the year.

ii) As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

iii) a. According to the information and explanations given to us, the Company has not taken unsecured /secured loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956. b. According to the information and explanations given to us, the Company has not granted any loans to any parties covered in the register maintained under section 301 of the Companies Act. 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements that were required to be entered in the Register maintained in pursuance of Section 301 of the Companies Act.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. Therefore the provisions of clause

(vi) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub- Section (1) of Section 209 of the Act.

ix) a. According to the Information and explanation given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance Fund, Income Tax, Wealth Tax, Excise Duty, Custom Duty, Sales Tax, Cess and any other statutory dues with the appropriate authorities.

b. According to the Information and explanation given to us, no undisputed amount payable in respect of statutory dues applicable to it were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax or Excise Duty outstanding on account of any dispute.

x) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a financial institution or a bank.

xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors'' Report) Order; 2003 is not applicable to the Company.

xiii) In our opinion, the company is neither a chit fund nor ni''dhi or mutual benefit fund or society Sand hence clause 4(xiii) of the CARO is not applicable to the company.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of the transactions and contracts in shares, securities debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

xv) According to the information and explanations given to us, and records examination by us, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they have been obtained.

xvii) On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii) During the year 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. Accordingly, clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

xix) The Company did not issue any debentures during the year. Accordingly, clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

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

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

For, O. P. Bhandari & Co.

Chartered Accountants

Firm Regd. No. 112633W

[O. P .Bhandari]

Place : Ahmedabad Proprietor

Date : 28th May, 2013 Membership No. 34409

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Anjani Finance Limited as at 31st March 2012, the statement of Profit and Loss and 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 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.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO)issued by the Central Government of India in terms, of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to paragraph (3) above, we report that;

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

b. 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, the 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, these account have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act1,956;

e. On the basis of 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;

f. In our opinion and to the best of our information and according to the explanations given to us, they said accqunts read together with Significant Accounting Policies and 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 the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

ii. In the case of the statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii. In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that

ANNEXURE TO THE AUDITORS' REPORT (REFERRED TO IN OUR REPORT OF EVEN DATE)

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

of fixed assets.

b. The Management at reasonable intervals has physically verified these Fixed Assets and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

ii) As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

iii) a. According to the information and explanations given to us, the Company has not taken unsecured /secured

loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956, b. According to the information and explanations given to us, the Company has not granted any loans to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In-our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) a. In our opinion and according to the information and explanations given to us, the particulars of contracts or

arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section, b. In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs. Five Lacs in respect of any party, the transactions have been made at prices which are, prima- facie, reasonable having regard to the prevailing market prices for similar transactions with other parties at the relevant time. -

vi) In our opinion and according to the information given to us the Company has not accepted any deposits from the public during the year under the provisions of Section 58A and 58AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub-Section (1) of Section 209 of the Act.

ix) a. According to the records examined by us, the Company is generally regular in depositing undisputed statutory

dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax or Excise Duty outstanding on account of any dispute. '

x) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues-to a financial institution or a bank.

xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

xiii) In our opinion, the company is neither a chit fund nor nidhi or mutual benefit fund or society and hence clause 4(xiii) of the CARO is not applicable to the company.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of the transactions and contracts in shares, securities debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

xv) According to the information and explanations given to us, and records examination by us, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they have been obtained.

xvii) On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of *he Companies Act, 1956. Accordingly, clause 4(xviii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

xix) The Company did no* issue any debentures during the year. Accordingly, clause 4(xix) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

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

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

For O. P. BHANDARI & CO.

Chartered Accountants

Firm Regd. No. 112633W

O. P. BHANDARI

Ahmedabad Proprietor

13th August, 2012 M. No. 34409

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Mar 31, 2010

1. We have audited the attached Balance Sheet of as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date, 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms, of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to paragraph (3) above, we report that;

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

b. 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, these account have been prepared in compliance with the applicable accounting standards referred to, in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f. The said accounts 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 the Balance Sheet, of the state of affairs of the company as at 31 st March, 2010;

ii. In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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



ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN OUR REPORT OF EVEN DATE)

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

b, . The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

ii. As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

iii. a. According the information and explanations given to us, the Company has not taken unsecured /secured loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. According the information and explanations given to us, the Company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v. a. Based on the audit procedures applied by us and according to information and explanations provided by the management, we are of the opinion that all the transactions that needed to be entered into the register in pursuance of Section 301 of the Act have been so entered.

b. According to the information and explanations given to us, there are no transactions in excess of 5 Lacs in respect of any party and hence the question of reasonable price in respect of such transaction with regards to prevailing market prices does not arise.

vi. In our opinion and according to the information given to us the Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

vii. In our opinion, the Company has an Internal Audit System Commensurate with its size and nature of its business.

viii. The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub- Section (1) of Section 209 of the Act.

ix. a. According to the records examined by us, the Company is generally regular in depositing Undisputed statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax or Excise Duty outstanding on account of any dispute.

x. The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi. In our opinion and according to the information & explanations given to us, the company has neither taken any Loans from any Financial Institution & Bank nor issued any Debentures. Accordingly, clause 4(xi) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

xii. Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

xiii. In our opinion, the company is neither a chit fund nor nidhi or mutual benefit fund or society and hence clause 4(xiii) of the Order is not applicable to the company.

xiv. According to the information and explanations given to us, proper records have been maintained in respect of the transactions and contracts in shares, securities debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

xv. According to the information and explanations given to us, and records examination by us, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they have been obtained.

xvii. On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii. During the year 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. Accordingly, clause 4(xviii) of the Companies(Auditors Report) Order, 2003 is not applicable to the Company.

xix. The Company did not issue any debentures during the year. Accordingly, clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

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

xxi. Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For O. P. BHANDARI & CO.

Chartered Accountants

Firm Regn. No. 1126933W

O. P. BHANDARI

Ahmedabad Proprietor

31st May, 2010 M. No. 34409

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Mar 31, 2009

1. We have audited the attached Balance Sheet of as at 31st March 2009. the Profit and Loss Account and 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 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.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms, of sub-section (4A) of Section 227 of the Companies Act. 1956. we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to paragraph (3) at ove, we report that;

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

b. 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, these account have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the Directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March. 2009 from being appointed as a Director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f. The said accounts 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 the Balance Sheet, of the state of affairs of the company as at 31st March. 2009;

ii. In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN OUR REPORT OF EVEN DATE)

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

(b) As explained to us, these fixed assets have been physically verified by the management, in accordance with a phased program of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) No substantial part of Fixed Assets has been disposed off during the year.

ii. As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

iii. According to the information and explanations given to us in respect of unsecured loans granted to companies covered in the register maintained under section 301 of the Companies Act, 1956:

(a) During the year, the Company has not given any unsecured Loans to parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) According the information and explanations given to us, the Company has not taken unsecured loans from any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanation given to us there are adequate internal control procedures Commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods During the course of our audit, no major weakness has been noticed in the internal control

v. a. In our opinion and according to the information and explanations given to us, no transactions were made in pursuance of contracts or arrangements which needed to be entered into the Register maintained under of Section 301 of the Companies Act 1956 have been so entered m the register required to be maintained under that section:

b. According to the information and explanations given to us, there are no transactions in excess of Rs. 5 lacs in respect of any party and hence the question of reasonable price in respect of such transaction with regards to prevailing market prices does not arise. vi. In our opinion and according to the information given to us the Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Act. rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company. vii. In our opinion, the Company has an Internal Audit System Commensurate with its size and nature of its business. viii. The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub- Section (1) of Section 209 of the Act. ix. a. According to the records examined by us, the Company is generally regular in depositing undisputed statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us. no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty, Excise Duty, FBT & Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax or Excise Duty outstanding on account of any dispute.

x. The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi. In our opinion and according to the explanations given to us, the Company has not defaulted in repayment of dues to a financial instiutions or bank.

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

xiii. In our opinion and according to the explanations given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities. xiv. According to the information and explanations given to us and on the basis of examination of the books of account, proper records have been maintained of the transactions and contracts and timely entries have been made therein in respect of shares, securities, debentures and other securities dealt with or traded by the Company.

xv. In our opinion and according to the explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institutions.

xvi. In our opinion and according to the explanations given to us, On the basis of an overall examination of the Balance Sheet and Cash flow of the company, we report that no funds raised on short term basis have been used for long term investment.

xvii. On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii. According to the information and explanations given to us, 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.

xiv. During the year covered by our audit report, the Company has not issued any debentures.

xx. During the year covered by our audit report, the Company has not raised any money by way of a public issue during the year.

xxi. Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For: 0. P. BHANDARI & CO. Chartered Accountants

(O.P. BHANDARI)

Place : Ahmedabad Partner

Date : 22nd August, 2009 Membership No. 34409