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Auditor Report of Arman Financial Services Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

2. Management,s Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 March 31, 2015;

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

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

5. Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.(Refer Note 21)

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

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

Annexure to the Auditors Report

Referred to in paragraph 5 (i) of our Report of even date to the Members of ARMAN FINANCIAL SERVICES LIMITED for the year ended 31st March, 2015.

1. In respect of Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

b. As per the information and explanations given to us, Fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

2. In respect of its Inventories :

The company does not have any Inventories and hence clause 4(ii) of The Companies (Auditor's Report) Order, 2015 is not applicable.

3. In respect of Loans and Advances granted during the year.

As per information and explanation give to us , the Company has granted loan to its wholly owned subsidiary company covered under the register maintained under section 189 of the Companies Act, 2013, the yearend balance is amounting to Rs,64.49 Lacs and the maximum amount involved during the year was Rs,1236.82 Lacs.

a. In our opinion and according to the information and explanations given to us, the Company is regular in receipt of principal and recovery of interest there on.

b. In our opinion and according to the information and explanations given to us, there were no overdue outstanding as at 31st March 2015 in respect of Loans and Advances granted during the year.

4. 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 with regard to purchases fixed assets and rendering of services. The activities of the company do not involve purchase of inventory and sale of goods. During the course of our audit, no major continuing failures to correct major weaknesses has been observed.

5. During the year, the company has not accepted any deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company. We are informed that no order has been passed by company Law Board (CLB) or National Company Law Tribunal (the NCLT) or Reserve Bank of India or any court or any other tribunal.

6. As per the information and explanation provided to us the company is not required to maintain the cost records as per the provisions of Companies(Cost Records and Audit) Rules, 2014, hence Clause (vi) of the Companies (Auditor,s Report) Order,2015 is not applicable to the company.

7. In respect of Statutory Dues :

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees, state insurance, income tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues.

-b. According to the information and explanations given to us, There were no undisputed statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except following.

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.) Amount (Rs, In Lacs)

Income Tax Act, 1961 Income Tax 2009-10 1.97

Total 1.97

c. According to the records of the company, no dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of disputes.

d. According to the records of the company there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company has no accumulated losses and has not incurred any cash losses during the financial year under review or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the Financial Institutions, Banks or Debenture Holders.

10. In our opinion and according to the information and explanations given to us, the Company has given Corporate guarantee of Rs,3800 Lacs for loans taken by its wholly owned subsidiary company from banks or financial institutions and they are not prima facie prejudicial to the interest of the company.

11. According to the information and explanations given to us, during year under review the company has applied the term loans for the purpose for which the loans were obtained.

12. To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For, J. T. Shah & Co.

Chartered Accountants

FRN No. 109616W

J. J. Shah

Place : Ahmedabad Partner

Date : 14.05.2015 M. No. 45669


Mar 31, 2014

We have audited the accompanying financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management'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 ("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 auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of 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 March 31, 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") 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 those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) The Company does not have Inventory, therefore the provisions of clause 4(ii) of the Companies (Auditor's Report) order, 2003 is not applicable to the Company.

3) In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. As per the information and explanation given to us, the Company has granted loan to one company covered under the register maintained under section 301 of the Companies Act, 1956. The year end balance is amounting to Rs. 114.72 Lacs and the maximum amount involved during the year was Rs. 2270.80 Lacs.

b. In our opinion and according to the information and explanations given to us, in case of loans granted during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

c. In our opinion and according to the information and explanations given to us, the Company is regular in receipt of principal and interest there on.

d. In our opinion and according to the information and explanations given to us, the Company is regular in recovery of principal and interest there on.

e. During the year under audit, there are eleven such parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. 10.09 Lacs and the maximum amount involved during the year was Rs. 195.47 Lacs.

f. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

g. In our opinion and according to the information and explanations given to us, the Company is regular in repayment of principal and interest there on.

4) 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 with regard to fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues of sales tax, income tax, customs, wealth-tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.)

Income Tax Act, 1961 Income Tax 2011-12

Name of the Statute Amount (Rs. In Lacs) Forum where dispute is pending

Income Tax Act, 1961 5.71 Commissioner of Income Tax (Appeal)

Total 5.71

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

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

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion, the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable.

15) According to the information and explanations given to us, the Company has given guarantee of Rs. 2200 Lacs for loans taken by its subsidiary from bank or financial institutions, the terms and conditions whereof in our opinion are not pramia-facia prejudicial to the interest of the Company.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, each of transaction has been made at price, which is not prejudicial to the interest the Company.

19) The Company has not issued any Secured Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

21) Based upon 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 course of our audit.

For, J. T. Shah & Co. Chartered Accountants, [Firm Regd. No. 109616W]

Place : Ahmedabad (J. J. Shah) Date : 12/05/2014 Partner [M. No. 45669]


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("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 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 March 31, 2013;

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") 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 those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

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

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) The Company does not have Inventory, therefore the provisions of clause 4(ii) of the Companies (Auditor''s Report) order, 2003 is not applicable to the Company.

3) In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(a) to (d) of Para 4 of the Companies (Auditors Report) Order, 2003 are not applicable.

b. During the year under audit, there are thirteen such parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The yearend balance is amounting to Rs. Nil and the maximum amount involved during the year was Rs. 243.56 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In our opinion and according to the information and explanations given to us, the Company is regular in repayment of principal and interest there on.

4) 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 with regard to fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there is no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty.

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

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

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion, the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable.

15) As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, each of transaction has been made at price, which is not prejudicial to the interest the Company.

19) The Company has not issued any Secured Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

21) Based upon 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 course of our audit.

For, J. T. Shah & Co.

Chartered Accountants,

[Firm Regd. No. 109616W]

Place : Ahmedabad (J. J. Shah)

Date : 27/05/2013 Partner

[M. No. 45669]


Mar 31, 2012

We have audited the attached Balance Sheet of Arman Financial Services Ltd. as at 31st March, 2012, the Statement of Profit & Loss and also Cash Flow Statement for the year ended on that date annexed thereto (herein after referred to as financial statements). 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. 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 & 5 of the said Order.

3. Further to our comments in the Annexure referred in para 3 above, we report that: (i) 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;

(ii) 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;

(iii) 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;

(iv) 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of 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 directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the 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:

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

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

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

ANNEXURE Referred to in paragraph 2 of our report of even date for the year ended 31st March 2012.

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) In respect of its Inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and books records.

3) In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

a. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(a) to (d) of Para 4 of the Companies (Auditors Report) Order, 2003 are not applicable.

b. During the year under audit, there are twelve parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. Nil and the maximum amount involved during the year was Rs. 84.80 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. The Company is regular in repayment of principal and interest there on. Hence Para (iii) (g) of the Companies (Auditor's Report) Order, 2003.

4) In our opinion and according to the information and explanations given to us, the internal control system for purchase of fixed assets and for sanction, disbursements and recovery of loans given by the Company are required to be strengthened to commensurate with the size of the Company and present nature of its business. In our opinion, there was no continuing failure to correct major weaknesses in internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the Company needs to increase the areas of Internal audit and make it commensurate with the size of the Company and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Sales Tax, Service Tax, Provident Fund and other material statutory dues. However, The Company is not regular in depositing Advance Income Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable. However, there is an undisputed amount of Rs. 13.58 lacs in respect of Advance Tax of current financial year which has remained unpaid for a period exceeding six months from the date it became payable.

c. According to the information and explanations given to us, there is no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

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

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable.

15) As per the information provided to us, The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been prima-facie used for long-term investment.

18) 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.

19) The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

21) Based upon the audit procedures performed and information and explanations given to us, no fraud by the Company has been noticed or reported; fraud on the company on account of misappropriation of collection by two employees amounting to Rs. 4.82 lacs have been noticed, out of which Rs. 1.95 Lacs have been recovered subsequently.

For, J T Shah & Company Chartered Accountants (Firm Reg. No. 109616w) Place: Ahmedabad

Dated: 30.06.2012 (J. J. Shah) Partner [M. No. 45669]


Mar 31, 2010

We have audited the attached Balance Sheet of Arman Financial Services Ltd. as at 31st March, 2010, the Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto (herein after referred to as financial statements). 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. 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 & 5 of the said Order.

3. Further to our comments in the Annexure referred in para 3 above, we report that:

(i) 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; (ii) 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; (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; (v) On the basis of 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 directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956; (vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the 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:

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

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

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

ANNEXURE Referred to in paragraph 3 of our report of even date for the year ended 31st March 2010.

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) In respect of its Inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and books records.

3) In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. During the year under audit, there are twelve parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. 99.07 Lacs and the maximum amount involved during the year was Rs. 124.35 Lacs.

b. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

c. There are no stipulated terms for repayment of loans taken by the company from the companies/ firms / parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on para (iii) (c) & (d) of the Companies (Auditors Report) Order, 2003.

d. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(e) to (iii)(g) of para 4 are not applicable.

4) In our opinion and according to the information and explanations given to us, the internal control system for purchase of fixed assets and for sanction, disbursements and recovery of loans given by the Company are adequate and commensurate with the size of the Company and present nature of its business. During the course of audit we have not observed any continuing failure to correct major weakness in internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it except there is a short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues of sales tax, income tax, customs, wealth-tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.) Amount (Rs. In Lacs)



Income Tax Act, 1961 Income Tax 2001-2002 2.99

Income Tax Act, 1961 Income Tax 2001-2002 5.35

Income Tax Act, 1961 Income Tax 2002-2003 4.11

Income Tax Act, 1961 Income Tax 2002-2003 6.04

Income Tax Act, 1961 Income Tax 2005-2006 0.83

Total. . . . 19.32



Name of the Statute Forum where dispute is pending

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal Ahmedabad

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal



10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

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

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In respects of shares, securities, debentures and other investments dealt or traded by the company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15) As per the information provided to us, The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been prima-facie used for long-term investment.

18) 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.

19) The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

21) Based upon 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 course of our audit.



FOR, J T SHAH & COMPANY

CHARTERED ACCOUNTANTS

(REGISTRATION NO. 109616W)

PLACE: AHMEDABAD

DATED: 12.07.2010 (J. J. SHAH)

PARTNER

[M. No. 45669]