Auditor Report of Ashika Credit Capital Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Ashika Credit Capital Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(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 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 auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, its profit and its cash flows for the year ended on that date.

Other Matter

The financial statements of the Company for the year ended 31st March, 2017 were audited by PK.Sah & Associates who expressed an unmodified opinion on those statements on 30th April, 2017.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order, to th extent applicable.

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

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

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

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 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 written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure 2";

g. 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 22 to the financial statements;

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

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

ANNEXURE 1 TO THE INDEPENDENT AUDITOR''S REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in our Independent Auditor''s Report of even date, to the members of the Company on the financial statements for the year ended 31st March, 2018]

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) According to the information and explanations given to us, the Company''s Management (''management'') physically verifies its fixed assets annually which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification of fixed assets during the year.

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are held in the name of the Company, except as detailed herein below :-

Land/ Building	Total number of cases	Leasehold/ Freehold	Gross Block as at 31st March, 2018 (Rs.)	Net Block as at 31st March, 2018 (Rs.)	Remarks
Building	1	Freehold	15,62,394	13,26,484	Conveyance is pending

(ii) The Company is a Non-Banking Finance Company ("NBFC") and it does not hold any inventory. Thus, paragraph 3(ii) of the Order is not applicable.

(iii) The Company has granted secured and unsecured loans to a Company covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanation given to us, we are of the opinion that the terms and conditions of the grant of the aforesaid loans are not prejudicial to the Company''s interest.

(b) The schedule of repayment of principal and payment of interest in respect of the aforesaid loans has been stipulated and the payment of interest is regular. As per the schedule of repayment of principal, no amount was repayable as at 31st March 2018.

(c) There is no amount which is overdue in respect of the aforesaid loans.

(iv) According to the information and explanations given to us in respect of loans, investments, guarantees and security, the Company has complied with the provisions of section 185 and 186 of the Act wherever applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public.

(vi) Being a Non-Banking Financial Company, the provisions of clause 3(vi) of the Order with regard to the maintenance of cost records are not applicable to the Company.

(vii) (a) According to the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and any other material statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues as at 31st March, 2018 of income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax and goods and services tax, which have not been deposited on account of any dispute, are as follows :

Name of the Statute	Nature of dues	Amount (Rs.)	Period to which the amount relates (Financial Year)	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	1,10,500	2010-11	CIT (Appeals), Kolkata
Income Tax Act, 1961	Income Tax	34,590	2014-15	CIT (Appeals), Kolkata

(viii) Based on our audit procedures and as per the information and explanations given to us by the management, we are of the opinion that during the year the Company has not defaulted in repayment of loans or borrowings to a financial institution, bank or Government. The Company has not issued any debentures as at the balance sheet date.

(ix) The Company has neither raised money by way of initial public offer or further public offer (including debt instruments ) nor has obtained any term loans. Therefore, paragraph 3(ix) of the Order is not applicable to the Company.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that we have neither come across any instance of fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) According to the information and explanations given to us, managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company.

(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

(xiv) The Company has made preferential allotment of equity shares and fully convertible equity warrants during the year on 27th March, 2018 and as at 31st March, 2018 the Company had not yet used the amount raised. According to the information and explanations given to us, the requirements of Section 42 of the Act have been complied with.

(xv) As per the information and explanations given to us, the Company has not entered into any non-cash transactions during the year with directors or persons connected with them.

(xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and the registration has been obtained.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR''S REPORT

[Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory Requirements'' in our Independent Auditor''s Report of even date, to the members of the Company on the financial statements for the year ended 31st March, 2018]

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls, based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 103523W/ W100048

Anand Kumar Jhunjhunwala

Kolkata Partner

28th May, 2018 Membership No. 056613

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Mar 31, 2015

We have audited the accompanying financial statements of Ashika Credit Capital Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explana- tory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the mat- ters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these financial statements that give a true and fair view of the fi- nancial position, financial performance and cash flows of the Company in accordance with the accounting principles gen- erally 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 in- cludes the maintenance of adequate accounting records in ac- cordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropri- ate accounting policies; making judgements 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 complete- ness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing stand- ards and matters which are required to be included in the au- dit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 true and fair view in order to design audit procedures that are appropriate in the circum- stances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal finan- cial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the rea- sonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and accord- ing to the explanations given to us, the aforesaid financial state- ments 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, 2015;

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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 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 written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act; and

f) With respect to the other matters 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 no.-21 to the financial statements;

ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

Annexure to the Independent Auditor''s Report

Referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Ashika Credit Capital Limited.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As per the information and explanations given to us fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification;

(ii) Since the Company does not hold any physical inventory, sub clauses (a) to (c) of the clause (ii) of the said Order are not applicable.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for the sale of services. During the year, the company does not have any purchase of inventory and fixed assets. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system of the Company.

(v) The Company has not accepted any deposits from the public.

(vi) Being a Non- Banking Financial Company the provisions of clause (vi) of the said Order as regard to maintenance of cost records are not applicable to the Company.

(vii) (a) According to the records of the company and explanations given to us, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, whatever applicable to it, have been regularly deposited during the year by the Company with the appropriate authorities;

According to the information and explanations given to us, there is no undisputed amount payable in respect of such statutory dues, which were in arrears as at the Balance Sheet date for a period of more than six months from the date become payable;

(b) According to the information and explanations given to us, there are no material dues of sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute. However, according to the information and explanations given to us the following dues of income tax has not been deposited by the Company on account of dispute:

Name of Statute Nature of Dues Amount (Rs.) Period to which Forum where the amount relates dispute is pending

Income Tax Income Tax 3,14,820/- # Fin. Yr. 2010-11 CIT Appeals, Kolkata

# Net of amount paid under protest

(c) There were no amounts which required to be transferred to the investor education and protection fund by the Company.

(viii) The accumulated losses of the Company at the end of the financial year are less than fifty percentage of its net worth. The Company has not incurred cash losses in the financial year and in the immediately preceding financial year

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. During the year, the Company has not borrowed from financial institutions or by issue of debentures.

(x) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the Company has neither obtained nor applied any term loans during the year.

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

For P. K. SAH & ASSOCIATES

Chartered Accountants Firm Registration No. 322271E

(P. K. Sah, FCA)

Place : Kolkata Partner

Date : 1st May 2015 Membership No. 056216

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Mar 31, 2014

We have audited the accompanying financial statements of Ashika Credit Capital Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 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 notifed under the Companies Act, 1956 read with General Circular No.15/2013 dated 13th September 2013, issued by the Ministry of Corporate Afairs, 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.

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufcient 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 Companies Act, 1956 ("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 afairs of the Company as at 31st March, 2014;

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

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

RepoRt on otheR legal and RegulatoRy RequiRementS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("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 notifed under the Companies Act, 1956 read with General Circular No.15/2013 dated 13th September 2013, issued by the Ministry of Corporate Afairs, 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 Auditors'' Report

ReFeRRed to in paRagRaph 1 undeR the heading " RepoRt on otheR legal and RegulatoRy RequiRementS" oF ouR RepoRt oF even date to the membeRS oF aShiKa cRedit capital limited

(i) 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, the fixed assets of the Company have been physically verifed by the management during the year and no material discrepancies between the book records and the physical inventory have been found. In our opinion, the frequency of verifcation is reasonable.

c) Fixed assets disposed of during the year were not substantial, and therefore, do not afect the going concern assumption.

(ii) Since the Company does not hold any physical inventories, sub clauses (a) to (c) of the clause (ii) of the said Order are not applicable.

(iii) a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under section 301 of the Act. Hence, sub clauses (b), (c) & (d) of the clause (iii) of the said Order are not applicable.

b) The Company has taken unsecured loans from five companies covered in the Register maintained under section 301 of the Act. The maximum amount involved during the year is Rs. 603 Lacs. However entire loan has been repaid during the year. Other than the above, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under section 301 of the Act.

c) In our opinion, the rate of interest and other terms and conditions on which the said loans have been taken by the Company, were are not, prima-facie, prejudicial to the interest of the Company.

d) No Specific terms for repayment of the above loans have been stipulated, but the same were stated to be repayable on demand by the Company.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of it''s business with regard to sale of services. During the year, the company does not have purchase of inventory and fixed asset. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system of the Company.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts and arrangements referred to in above and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are prima- facie, reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of it''s business.

(viii) Being a Non- Banking Financial Company, the provisions of clause (viii) of the said Order are not applicable to the Company.

(ix) (a) According to the records of the Company and explanations given to us, the Company is generally regular in depositing undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other material statutory dues, whatever applicable to it, with the appropriate authorities.

There is no undisputed amount payable in respect of such statutory dues, were in arrears as at the Balance Sheet date for a period of more than six months from the date become payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess, which have not been deposited as on 31st March, 2014 on account of any dispute.

(x) The accumulated losses of the Company at the end of the financial year are less than fifty percentage of its net worth. The Company has not incurred cash losses in the current financial year but had incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. During the year, the Company has not borrowed from financial institutions or by issue of debentures.

(xii) In our opinion and according to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares & securities.

(xiii) Clause (xiii) of the Order is not applicable as the Company is not a chit fund or a nidhi / mutual benefit fund / society.

(xiv) In respect of dealing in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Act.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, the Company has neither obtained nor applied any term loans during the year.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not, prima – facie, been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Act.

(xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

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

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

For p. K. Sah & Associates Chartered Accountants Firm Registration no. 322271E

(p. K. Sah, Fca) Place : Kolkata Partner Dated : 28th April, 2014 Membership No. 056216

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ashika Credit Capital Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 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 mis-statement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

Opinion

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

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

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended 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 sub-section (3C) of section 211 of the Companies Act, 1956;

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

(i) 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, the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been found. In our opinion, the frequency of verification is reasonable.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) Since the Company does not hold any physical inventories, sub clauses (a) to (c) of the clause (ii) of the said Order are not applicable.

(iii) a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under section 301 of the Act. Hence, sub clauses (b), (c) & (d) of the clause (iii) of the said Order are not applicable.

b) The Company has taken unsecured loans from five companies covered in the Register maintained under section 301 of the Act. The maximum amount involved during the year is Rs. 1,180 Lacs and the year end balance is Rs. 593 Lacs. Other than the above, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under section 301 of the Act.

c) In our opinion, the rate of interest and other terms and conditions on which the said loans have been taken by the Company, were are not, prima-facie, prejudicial to the interest of the Company.

d) No specific terms for repayment of the above loans have been stipulated, but the same were stated to be repayable on demand by the Company.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of it’s business with regard to

sale of services. During the year, the Company does not have purchase of inventory and fixed asset. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system of the Company.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts and arrangements referred to in above and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are prima-facie, reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of it’s business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act, hence clause (viii) of the said Order is not applicable to the Company.

(ix) (a) According to the records of the Company and explanations given to us, the Company is generally regular in depositing undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other material statutory dues, whatever applicable to it, with the appropriate authorities. There is no undisputed amount payable in respect of

such statutory dues which have remained outstanding as at the Balance Sheet date for a period more than six months from the date become payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess, which have not been deposited as on 31st March, 2013 on account of any dispute.

(x) The accumulated losses of the Company at the end of the financial year are less than fifty percentage of its net worth. The Company has incurred cash losses in the current financial year but has not incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. During the year, the Company has not borrowed from financial institutions or by issue of debentures.

(xii) In our opinion and according to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares & securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund or a nidhi / mutual benefit fund / society.

(xiv) In respect of dealing or trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Act.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, the Company has neither obtained nor applied any term loans during the year.

(xvii)In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have prima - facie not been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Act.

(xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

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

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

For P. K. SAH & ASSOCIATES

Chartered Accountants

Firm Registration No. 322271E

Place : Kolkata (P. K. SAH, FCA)

Dated : 26th April, 2013 Partner

Mem. No. 056216

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Ashika Credit Capital Limited (the 'Company') as at 31st March, 2012, the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto which we have signed under reference to this report. 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 have conducted our audit in accordance with the 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, as amended (the 'Order'), issued by the Central Government of India in accordance to section 227(4A) of the Companies Act 1956 (the 'Act'), 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 in paragraph (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 purposes 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, 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;

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 and attached thereto 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT - ASHIKA CREDIT CAPITAL LIMITED [REFERRED tO IN OUR PARAGRAPH (3) OF OUR REPORT OF EVEN DATE]

i) (a) The Company, we have been informed, has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As per information and explanations given to us, the management at reasonable intervals under a phased programme has physically verified its fixed assets. We have been informed, no material discrepancies have been found on such physical verifications.

(c) During the year, the Company has not disposed off any part of its fixed assets.

ii) Since there is no Inventory as on the balance sheet date, sub clauses (a) to (c) of clause (ii) of the said Order are not applicable.

iii) (a) The Company has granted unsecured loans to four

companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amounts involved during the year was Rs.1,085 lacs and year end balance is Rs. 116 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such unsecured loans are prima- facie not pre-judicial to the interest of the Company;

(c) No specific terms for repayment of the above loans had been stipulated, but the same were stated to be repayable on demand by the party. Interest on the above is regularly received by the Company.

(d) There are no overdue amount in excess of Rs. 1 lac in respect loans granted to respect of such loans granted by the Company;

(e) The Company has not taken loans from any companies covered in the Register maintained under section 301 of the Companies Act, 1956, accordingly sub clauses (e) to (g) to clause (iii) of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventories and for sale of goods and services. We have not observed any continuing failure to correct major weaknesses in internal control system of the Company. During the year there are no transactions of purchases of fixed assets.

v) (a) According to the information and explanations given

to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, where each of such transactions is in excess of Rs.5 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 at the relevant time except that in respect of sale of services, for which comparable quotations are not available and in respect of which we are unable to comment.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

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

viii) Since the Company is not engaged in any manufacturing activities, the clause relating to maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act is not applicable to the Company.

ix) (a) According to the records of the Company and

explanations given to us the Company is generally regular in depositing undisputed dues payable in respect of Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other material statutory dues, with the appropriate authorities during the year.

There is no undisputed amount payable in respect of such statutory dues which have remained outstanding as at the Balance Sheet date for a period more than six months from the date become payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess, which have not been deposited as on 31st March, 2012 on account of any dispute.

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

xi) The Company has not borrowed from financial institutions or banks or by issue of debentures as such clause (xi) of the said Order is not applicable.

xii) In our opinion and according to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans on the basis of security by way of pledge of shares and securities.

xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

xiv) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities etc. and timely entries have been made therein. The Company in its own name has held the aforesaid securities, except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanations given to us, in our opinion, the Company have neither obtained nor applied any term loans during the year.

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

xviii)The Company has not made preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Act, accordingly clause (xviii) of the said Order is not applicable to the Company.

xix) The Company has not issued any debentures. Accordingly clause (xix) of the said Order is not applicable.

xx) The Company has not raised any money by public issues during the year under review.

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

For P. K. SAH & ASSOCIATES

Chartered Accountants

Firm Registration No. 322271E

P. K. Sah, FCA

Place: Kolkata Partner

Dated: 26th May, 2012 Mem. No. 056216

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Ashika Credit Capital Limited (the 'Company') as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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, issued by the Central Government of India in accordance to section 227(4A) 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 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 purposes 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 the 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 the 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, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub section 1 of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the schedules and notes thereon and attached thereto 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(b) in the case of Profit and Loss Account of the profit for the year ended on 31st March, 2011 and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on 31st March, 2011.

ANNEXURE TO THE AUDITORS' REPORT - ASHIKA CREDIT CAPITAL LIMITED [Referred to in our paragraph (3) of our report of even date]

(i) (a) The Company, we have been informed, has maintained proper records showing full particulars, including quantitative details and situation of it's fixed assets.

(b) As per information and explanations given to us, the management at reasonable intervals under a phased programme has physically verified it's fixed assets. We have been informed, no material discrepancies have been found on such physical verifications.

(c) During the year, the Company has not disposed off any part of it's fixed assets.

(ii) (a) As explained to us, Company has conducted physical verification of inventories by actual inspection or on the basis of warehouse receipts in respect of commodities at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of it's business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the Register maintained u/s.301 of the Companies Act, 1956. Accordingly sub clauses (a) to (g) of the clause of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of it's business for purchase of inventories and fixed assets and for sale of goods and services. We have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, where each of such transactions is in excess of Rs.5 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 at the relevant time except that in respect of sale of services, for which comparable quotations are not available and in respect of which we are unable to comment.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of it's business.

(viii) Since the Company is not engaged in any manufacturing activities, the clause relating to maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act is not applicable to the Company.

(ix) (a) According to the records of the Company and explanations given to us the Company is generally regular in depositing undisputed dues payable in respect of Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other material statutory dues, with the appropriate authorities during the year.

There is no undisputed amount payable in respect of such statutory dues which have remained outstanding as at the Balance Sheet date for a period more than six months from the date become payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess, which have not been deposited as on 31st March, 2011 on account of any dispute.

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

(xi) The Company has not borrowed from financial institutions or banks or by issue of debentures as such clause (xi) of the said Order is not applicable.

(xii) According to the information and explanation given to us, the Company, during the year, has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund Company or nidhi / mutual benefit fund / society.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities etc. and timely entries have been made therein. The company in its own name has held the aforesaid securities, except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) The Company has given guarantee (jointly with two other guarantors) to a bank for obtaining Bank Guarantee by a company listed in the Register maintained under section 301 having outstanding balance of Rs.1,000 lacs (as on 31st March, 2011) which as per explanations given by the management are prima facie not prejudicial to the Interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion, the Company have neither obtained nor applied any term loans during the year.

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

(xviii) The Company has not made preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Act, accordingly clause (xviii) of the said Order is not applicable to the Company.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the said Order is not applicable.

(xx) The Company has not raised any money by public issues during the year under review.

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

For P. K. SAH & ASSOCIATES

Chartered Accountants

(Firm Regn.No. 322271E)

(P. K. SAH, FCA)

Place : Kolkata Partner

Dated : 20th April, 2011 Mem. No. 056216

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Ashika Credit Capital Limited (the 'Company') as at 31st March, 2009 and the relative Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standard 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 amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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, issued by the Central Government of India in accordance to section 227(4A) of the Companies Act 1956, and on the basis of our checks as we considered appropriate and according to information and explanations given to us during the course of our audit, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 the 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, 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;

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 sub section 1(g) 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, the said accounts read together with the schedules and notes thereon and attached thereto give the information required by the Companies Act, 1956 in conformity with the accounting principles generally accepted in India and give a true and fair view:- i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

ii) In the case of Profit and Loss Account of the profit for the year ended on 31st March, 2009; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on 31st March, 2009.

ANNEXURE TO THE AUDITORS' REPORT -

ASHIKA CREDIT CAPITAL LIMITED

[Referred to in paragraph (3) of our report of even date]

(i) (a) The Company, we have been informed, has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, the management at reasonable intervals under a phased programme has physically verified the fixed assets. We have been informed, no material discrepancies have been found on such physical verifications.

(c) During the year, the Company has not disposed off any part of its fixed assets that would affect the going concern.

(ii) (a) As explained to us, stock in trade of shares & securities was physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stock in trade followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of stock in trade and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to four companies covered in the Register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved are Rs.1,418.42 lacs and the year end balance is Rs.63.34 lacs being the amount of interest accrued;

(b) The rate of interest and other terms and conditions of such unsecured loans given by the company, are prima-facie not pre-judicial to the interest of the Company;

(c) The receipt of the principal amount and interest are as per stipulation;

(d) There are no overdue amount in respect of such loans granted by the Company;

(e) The Company has taken unsecured loans from two companies covered in the Register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year of Rs.224.16 lacs and the year end balance; is Rs.10.56 lacs being the amount of interest accrued;

(f) In our opinion, the rate of interest and other terms and conditions of such unsecured loans taken by the company as aforesaid, are prima-facie, not prejudicial to the interest of the Company;

(g) The payment of the principal amount and interest are regular.

(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 fixed assets and shares and securities held as stock in trade and for sale of shares etc. and services. We have not observed any continuing failure to correct major weaknesses in such internal controls.

(v) (a) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so recorded in the register.

(b) In our opinion and according to the information and explanations given to us, where each of such transactions is in excess of Rs.5 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 at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

(vii) We have informed, the company does not have formal internal audit system and the internal control is exercised departmentally;

(viii) Since the Company is not engaged in any manufacturing activities, the clause relating to maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act is not applicable to the Company.

(ix) (a) According to the records of the Company and explanations given to us the company is generally regular in depositing undisputed dues payable in respect of Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other material statutory dues, whatever applicable, with appropriate authority. There have instances of delayed payment of professional tax (deducted from employees on payment of salary) and amount of Rs. 2,300/- is in arrear as at the end of financial year.

There is no undisputed amount payable in respect of such statutory dues which have remained outstanding as at the Balance Sheet date for a period more than six months from the date become payable except Rs. 280/- in respect of professional tax (deducted from employees on payment of salary).

(b) As per information provided there are no cases of disputed dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess.

(x) The Company does not have any accumulated losses at the end of the financial year and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not borrowed from financial institutions or banks or by issue of debentures; as such clause (xi) of the said Order is not applicable.

(xii) According to the information and explanation given to us, the Company, during the year, has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund Company or nidhi / mutual benefit fund / society.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities etc. and timely entries have been made therein. The company in its own name has held the aforesaid securities, except to the extent of the exemption granted under Section 49 of the Companies Act'1956.

(xv) The Company has given guarantee (jointly with two other guarantors) to a bank for obtaining Bank Guarantee by a company listed in the Registered maintained under section 301 having outstanding balance of Rs.7.50 crores (as on 31st March, 2009) which as per explanations given by the management is prima facie not prejudicial to the Interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion, the Company have neither obtained nor applied any term loans during the year.

(xvii) On the basis of our review of utilization of funds, we are of the opinion that the funds raised on short-term basis have, prima facie, not been used for long-term purposes or vice - versa.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the said Order is not applicable.

(xx) The Company has not raised any money by public issues during the year under review.

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

For P. K. SAH & ASSOCIATES

Chartered Accountants

Place : Kolkata ( P. K. SAH, FCA)

Dated : 6th June, 2009 Partner

Mem. No. 56216

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Mar 31, 2008

1. We have audited the attached Balance Sheet of Ashika Credit Capital Limited (the 'Company') as at 31st March, 2008 and the relative Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standard 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 amount and disclosures in the financial statements. An audit also include assessing the accounting principles used and significant estimates made by the 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, issued by the Central Government of India in accordance to section 227(4A) of the Companies Act 1956, and on the basis of our checks as we considered appropriate and according to information and explanations given to us during the course of our audit, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 the 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, 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;

(e) On the basis of written representations received from the directors as on 31st March 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as a director in terms of sub section 1(g) 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, the said accounts read together with the schedules and notes thereon and attached thereto give the information required by the Companies Act, 1956 in conformity with the accounting principles generally accepted in India and give a true and fair view:- i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;

ii) In the case of Profit and Loss Account of the profit for the year ended on 31st March, 2008; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on 31st March, 2008.

ANNEXURE TO THE AUDITORS' REPORT - ASHIKA CREDIT CAPITAL LIMITED

[Referred to in paragraph (3) of our report of even date]

(i) (a) The Company, we have been informed, has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information and explanations given to us, the management at reasonable intervals under a phased programme has physically verified the fixed assets. We have been informed, no material discrepancies have been found on such physical verifications.

(c) During the year, the Company has not disposed off any substantial part of its fixed assets that would affect the going concern.

(ii) (a) As explained to us, stock in trade of shares & securities was physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stock in trade followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of stock in trade and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to four companies covered in the Register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved are Rs.1422.04 lacs and the year end closing are Rs.368.43 lacs ;

(b) The rate of interest and other terms and conditions of such unsecured loans given by the company, are prima-facie not pre-judicial to the interest of the Company;

(c) The receipt of the principal amount and interest are as per stipulation;

(d) There are no overdue amount in respect of such loans granted by the Company;

(e) The Company has taken unsecured loans from two companies covered in the Register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year of Rs.122.00 lacs and the amount outstanding as on the balance sheet date is 51.75 lacs ;

(f) In our opinion, the rate of interest and other terms and conditions of such unsecured loans taken by the company as aforesaid, are prima-facie, not prejudicial to the interest of the Company;

(g) The payment of the principal amount and interest are regular.

(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 fixed assets and shares and securities held as stock in trade and for sale of shares etc. and services. We have not observed any continuing failure to correct major weaknesses in such internal controls.

(v) (a) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so recorded in the register.

(b) In our opinion and according to the information and explanations given to us, where each of such transactions (excluding loans reported in paragraph (iii) above) is in excess of Rs.5 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 at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 with regard to the deposit accepted from the public.

(vii) We have informed, the company does not have formal internal audit system and the internal control is exercised departmentally;

(viii) According to the information and explanations given to us, the maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Act is not applicable to the Company.

(ix) (a) According to the records of the Company and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Service Tax, Cess and other material statutory dues as applicable to it with the appropriate authorities during the year.

(b) According to the information and explanations given to us, there is no amount payable in respect of the aforesaid statutory dues that have been deposited on account of any dispute.

(x) The Company does not have any accumulated losses at the end of the financial year and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year;

(xi) The Company has no dues of financial institution, bank or debenture holders ;

(xii) According to the information and explanation given to us, the Company has maintained adequate documents and records in relation to the loans granted on the basis of security by way pledge of shares.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund Company or nidhi / mutual benefit fund / society.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities etc. and timely entries have been made therein. The company in its own name has held the aforesaid securities, except to the extent of the exemption granted under Section 49 of the Companies Act'1956.

(xv) The Company has given guarantee (as a joint guarantor along with three other persons) for loan taken by M/s. Ashika Stock Broking Ltd. from a bank amounting to Rs.10 Crore. According to the information and explanation given to us by the management, the same is not prima facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion, the Company have neither obtained nor applied any term loans during the year.

(xvii) On the basis of our review of utilization of funds, we are of the opinion that the funds raised on short term basis have, prima facie, not been used for long term investment by the Company.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures. Accordingly clause (xviii) of the said Order is not applicable.

(xx) The Company has not raised any money by public issues during the year under review.

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

For SAH LODHA & ASSOCIATES Chartered Accountants

Place : Kolkata ( P. K. SAH, FCA)

Date: 18th June, 2008 Partner

Mem. No. 56216