Auditor Report of Bentley Commercial Enterprises Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statement of Bentley Commercial Enterprises Limited ("the Company") which comprise the Balance Sheet as at ajist March, 2014, lh& Statement of Profit and Loss.and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other e.pIanatory information, which we have signed under reference to this report.

Management Responsibility for'' the Financial Statements

2. The Company''s Management is responsible For the preparation of these financial statements that give a Lrue 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 of India (the "Act") read with the Genera] Circular 15/2013 dated 13th September, 2013 of the Ministry of .Corporate Affairs in respect of Section 133 of the-Companies Act,. 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal eonLro! 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 responsibility

3. 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. Fhose 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 misstatements,

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

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us. the accompanying financial statements give the information required b> the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted In India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 3lst March, 2014; EL in the case of the Statement Profit and Loss, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash How Statement, of the cash flows of the Company for the year ended on that skac.

Report on Other Legal and Regulatory Reouirtnients

7. As required by the Companies (Auditor''s Report J Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4 A) of the Companies Act 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us. we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order:

8. 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 out knowledge and belief were necessary for the purposes of our audit:

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow- statement comply with the Accounting Standards notified under the Act read widi the General Circular 15/2013 dated 13th September. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the Directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 3 J st March, 2014 From being appointed as a Director in terms of Section 274( 1) (g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Annexerd to in paragraph 7 under line heading of "Report on Other Legal and Regulatory Requirements" of our report of even date On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we slate that:

1. a) The Company has not granted any loans secured or unsecured, to companies: firms ar other parties covered in the register maintained under section 301 of the Companies Act,156. Therefore, the provisions of Clause (iii.a) to (iii.d) of paragraph 4 of the Order are not applicable and hence not commented upon

h) The Company ha-, taken interest free loan from one director listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount of loan outstanding during the year and the year-end outstanding is Rs. 50,000/-. The said Loans are at call and are interest free and there is no stipulation as to the repayment. hence clauses (ii) (iii)& (iv) do not apply,

2. there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to .the information and explanations given to us. there are-no transactions that need to be entered into tire register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable.

4. The Company has not accepted the Deposits from the public during the year.

In our opinion, the company has an adequate Internal audit system commemsurate with size- and nature of its business

6. a) According to the records of the Company, there were no undisputed amoums payable in respect oflneome Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and ¦Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months From the date they became applicable.

b) There is no disputed amounts payable in respect of Income Tax,. Sales Tax, Wealth Tax, Custom Duty. Excise Duty, Cess and Service Tax.

7. The Company does not have accumulated losses at the end of the financial year. The company has not incurred ea^h losses, during the current financial year and in the immediately preceding financial year.

8. In our upinion and according to the information and explanations given to us, the company does not have any ikies payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the has is
10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company,

11 In our opinion and according to the information and explanations given to us, the Cumpany has not dealt in shares during the year, All investments at the dose of the year are held in the name of the company.

12. In our opinion and according to die information and explanations given to us. company has pledged its own Investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima Facie, prejudicial to Ihe interests of the company except that the said pledged arc not covered by any security.

13. The company has not obtained any term Joan during the year.

14. On the basis of an overall examination of the balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in ihe register maintained under Section 301 of the Companies Act, 1956 during Ihe year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i);(ii),(viii), (xix.) and (xx) of paragraph 4 of Companies (Auditors'' Report) Orderj2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

For and on behalf of B.L. Dasharda & Associates Chartered Accountants F, R. No.: 112615W

Sushant Metha Partner M No No: 112489

Place ; Mumbai Dated :30th May, 2014

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Mar 31, 2012

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2012 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto These financial statements are the responsibility of the company’s management Our responsibility is to express an opinion on these financial statements based on our audit

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

2 As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable

3 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 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account;

d In our opinion the Balance Sheet, Profit & Loss Account and cash flow 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 representation received from the directors, as on 31st March, 2012 an',' taken on record by the Board of Directors, we repcit that none cf the directors is disqualified as on 31st March 2012 from being aocointcd as a director in terms of clause (g) of sub-section (1) of section 274 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 with the significant accounting policies and other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view

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

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date

iii) in the case of cash of cash flow statement, of the cash flows for the year ended on that date Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2012 of

BENTLEY COMMERCIAL ENTERPRISES LIMITED

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1 a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956 Thus clause (iii) (b) to (d) is not applicable

b) The Company had granted interest free unsecured loans to two companies listed in the register maintained under section 301 of the Companies Act, 1956 The loans of Rs 4,50,000/- was outstanding at the year end The maximum amount of loan outstanding during the year was Rs 4,50,000/-

c) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans

2 There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments

3 In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act In view of the above clause (v) (b) of para 4 of the order is not applicable

4 The Company has not accepted the Deposits from the public during the year

5 In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6 a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they became applicable

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax

7 The Company does not have accumulated losses at the end of the financial year The company has not incurred cash loss during the current financial year but has incurred cash los&i»4he immediately preceding financial year

8 In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders

9 The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year

10 The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company

11 In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year All investments at the close of the year are held in the name of the company

12 In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security

13 The company has not obtained any term loan during the year

14 On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment

15 The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year

16 During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year

17 Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors’ Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon

FOR AND ON BEHALF OF BL DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS FRN NO 112615W

Place : MUMBAI Dated :25th July, 2012

SUSHaM MEHTA PARTNER M NO 112489

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Mar 31, 2011

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditor's Report) Order. 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

3. 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 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. Profit & Loss Account and cash flow dealt with by this report arc in agreement with the books of account;

d. In our opinion the Balance Sheet. Profit & Loss Account and cash How 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 representation 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 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 with the significant accounting policies and other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view.

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March-2011; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2011 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we stale that:

1. a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act. 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company had granted interest free unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs. NIL/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs. 13.66,425/-.

c) In our opinion and according to the information and explanation given to us. the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 arc not prima facie, prejudicial to the interest of the companies.

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us. there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax. Wealth Tax. Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lal day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs.14.300/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable.

b) There is no disputed amounts payable in respect of Income Tax. Sales Tax, Wealth Tax. Custom Duty. Excise Duty, Cess and Service Tax.

7. The Company has no accumulated losses at the end of the Financial Year. The company has incurred cash loss during the current financial year and no cash loss in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us. the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit found Nidhi or Mutual Benefit /society are not applicable to company.

11. In our opinion and according to the information and explanations given to us. the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us. company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, arc not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act. 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i).(ii).(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors' Report) Order.2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF B. L DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS FRN NO. 112615W

SUSHANT MEHTA PARTNER M.NO. 112489

Place: MUMBAI Dated: 25th MAY, 2011.

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Mar 31, 2010

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act. 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

3. 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 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account:

d. In our opinion the Balance Sheet, Profit & Loss Account and cash flow 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 representation received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3!st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of 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 with the significant accounting policies and other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view.

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March,2010; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2010 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

1. a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company has granted interest free unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs33,66,425/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs.33,18,946/-.

c) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie,

prejudicial to the interest of the companies.

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the at day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs. 11,800/- which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they become applicable .

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax .

7. The Company has no accumulated losses at the end of the Financial Year. The company has incurred cash loss during the current financial year and no cash loss in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company,

11. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors Report) Order.2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF

B. L DASHARDA &ASSOCIATES

CHARTERED/CCOUNTANTS

B. L. DASHARDA PARTNER

M.NO. 13708

FRN NO.112615W

Place: MUMBA1

Dated: 31st MAY, 2010.

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Mar 31, 2009

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL KNTERPRISES LIMITED as at 31st March, 2009 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

3. 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 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Profit & Loss Account and cash flow dealt with by this report comply with the Accounting Standards referred to in Sub- Section (3C), of Section 211 of the Act;

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

I. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the significant accounting policies and other notes thereon give the information required, by the Companies Act, 1956 in the manner so required and give a true and fair view.

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March,2009; and

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March 2009 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we state that:

I a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company has granted an unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act,1956. The loans of Rs33,18,946/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs.33,18,946/-

c ) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies.

(I) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs.9,300/- which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they become applicable .

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax .

The Company has no accumulated losses as at 31st March,2009 and has not incurred my cash losses during the current financial year and in the immediately preceding financial year.

In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

11 In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF B. L DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS

B. L. DASHARDA, PARTNER M.NO. 13708.

Place : MUMBAI Dated : 30th JUNE, 2009.