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Auditor Report of BLB Ltd.

Mar 31, 2015

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

2. 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 and presentation of these standalone 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, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

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

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

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

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, its profit and its cash flows for the year ended on that date.

5. 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 the paragraph 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 obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

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

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

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

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note 29(a)(i) to the financial statements.

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

The Annexure referred to in Paragraph 5(1) of our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that

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

b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

ii) a) As explained to us, the inventories of securities held as stock-in-trade have been verified by the management with demat accounts maintained with depositories at reasonable intervals and the Units of Mutual Funds held as Stock-in- Trade in demat accounts with the custodians are verified from the statements received from them on a regular basis.

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

c) The company is maintaining proper records of inventory and as explained to us, no discrepancies were noticed on verification of stocks and book records.

iii) a) The Company has granted unsecured loans to its wholly owned subsidiaries covered in the register maintained under section 189 of the Companies Act, 2013.

b) The wholly owned subsidiaries have been regular in the payment of interest to the Company as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are receivable on demand. Accordingly, paragraph 3(iii) (b) of the Order is not applicable to the Company in respect of receipt of the principal amount.

c) There are no overdue amounts of more than rupees one Lac in respect of loans granted to the wholly owned subsidiaries listed in the register maintained under section 189 of the Companies Act, 2013.

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 purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) According to the information and explanations given to us, the company has not accepted any deposits from the public and as such the requirement of clause (v) of paragraph 3 of the Order is not applicable.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the activities rendered by the Company.

vii) a) The company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Wealth Tax, Service-tax, Cess and any other statutory dues. According to the information and explanation given to us, no undisputed amounts of statutory dues were in arrears as at 31-03- 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, no disputed amounts payable in respect of Income-tax, Wealth Tax, Service-tax and Cess were in arrears as at 31.03.2015.

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

viii) 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. However, the company has incurred cash losses during 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 the repayment of dues to banks and financial institutions. However the company has not issued any debentures during the year.

x) According to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by its subsidiaries from banks, are not prejudicial to the interest of the Company.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained during the year.

xii) 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 M/s RAM RATTAN & ASSOCIATES Chartered Accountants (FRN: 004472N)



(RAM RATTAN GUPTA) Place : New Delhi Partner Date : 28th May, 2015 M. No. 083427


Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in Sub-Section (3C) of the Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''s preparation 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 appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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.

4. 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, 2014;

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

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

5. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) Order, 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.

(ii) 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 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

(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 and with the returns received from branches not visited by us

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 notified under the Companies Act read with the General Circular 15/2013 dated 13 September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013;

(e) On the basis of the written representations received from the directors as on 31st March, 2014 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 AUDITORS'' REPORT (Referred to in Paragraph 5(i) of our report of even date)

i) In respect of its fixed assets:

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

b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

ii) In respect of its inventories:

a) The securities held as stock-in-trade have been verified by the management with demat accounts maintained with depositories at reasonable intervals and the Units of Mutual Funds held as Stock-in-Trade in Demat accounts with the custodians are verified from the statements received from them on a regular basis.

b) As explained to us, the procedure of verification of the stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) As explained and according to the records produced before us for our verification, no discrepancies were noticed on verification of stocks referred above, as compared to book records.

iii) In respect of loans granted and taken:

(a) The Company has granted interest free unsecured loans to three four subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1,935 Lacs and the year-end balance of loans granted to such parties was Rs.1,245 lacs. The Company has not granted any loans, secured or unsecured, to other parties as covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, the terms and conditions of such loans are prima facie, not prejudicial to the interest of the Company.

(c) The parties have repaid the principal amounts as stipulated and have also been regular in payment of interest, if any, to the Company as stipulated.

(d) In respect of the aforesaid loans, there is no overdue amount as the same are repayable on demand.

(e) The Company has taken unsecured loan from two other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 300 Lacs and the year-end balance of such loan was Nil. The Company has not taken any loans, secured or unsecured, from companies as covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and the other terms and conditions of such loan are prima facie, not prejudicial to the interest of the Company.

(g) In our opinion and according to the information and explanations given to us the Company is regular in making the payment of the principal amount and interest as stipulated.

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 purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register which is required to be maintained under that Section;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public and as such the requirement of clause

(vi) of paragraph 4 of the Order is not applicable.

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

viii) Looking to the nature of business carried by the Company, the requirement of Clause 4(viii) of the Companies (Auditor''s Report) Order, 2003 regarding maintenance of cost records is not applicable to the Company.

ix) In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Investor Education & Protection Fund, Income Tax, Wealth Tax, Service Tax and other material statutory dues applicable to it. Considering the nature of business carried on by the Company, there can be no dues pertaining to Custom Duty, Sales Tax and Cess.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Work Contract Tax, Wealth Tax, Service Tax were in arrears as at 31/03/2014 for a period of more than six months from the date they became payable.

c) The State Government of Delhi has levied stamp duty through Indian Stamp (Delhi Amendment) Act, 2010 w.e.f 01/06/2010 on securities business carried by the company on proprietary basis. Since the constitutional validity of the levy of Stamp Duty has been challenged by an association of brokers wherein the company is a member through a writ petition as such the company has not deposited Stamp Duty. The particulars of arrears of stamp duty as at 31st March 2014 are as follows:

S.No. Name of statute Nature of Dues Amount Period to which (Rs. in Lacs) the amount relates

1. Indian stamp Stamp Duty 104.80 01-06-2010 to Delhi Amendment) 30-09-2013 Act 2010;

Name of Statute Forum where disputes are pending

Indian stamp Delhi Hon''ble Delhi High Court Amendment Act 2010

x) The Company does not have accumulated losses as at 31st March, 2014. The company has incurred cash losses amounting to Rs. 405.30 Lacs during the financial year covered by our audit and Rs. 333.99 Lacs during 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 the repayment of dues to banks and financial institutions. However the company has not issued any debentures during the year.

xii) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities. xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society and as such the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

xv) According to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by two of its subsidiaries from banks, are prima facie not prejudicial to the interest of the Company.

xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised 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 been used for long-term investment by the company.

xviii) The Company has not made any preferential allotment of shares during the year and as such the provisions of Clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xix) The Company did not issue any debentures during the year and as such the provisions of Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised any money by way of public issue during the year and as such the provisions of Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) In our opinion and according to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For RAM RATTAN & ASSOCIATES Chartered Accountants (FRN: 004472N)

(CA. RAM RATTAN GUPTA) Place : New Delhi Partner Date : 30th May, 2014 M. No. 083427


Mar 31, 2013

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the 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.

4. 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 of the Company for the year ended on that date, and

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

5. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor''s Report) Order, 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.

(ii) 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 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2013 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 Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 5(i) of our report of even date)

i) In respect of its fixed assets:

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

b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

ii) In respect of its inventories:

a) The securities held as stock-in-trade have been verified by the management with demat accounts maintained with depositories at reasonable intervals and the Units of Mutual Funds held as Stock-in-Trade in Demat accounts with the custodians are verified from the statements received from them on a regular basis.

b) As explained to us, the procedure of verification of the stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) As explained and according to the records produced before us for our verification, no discrepancies were noticed on verification of stocks referred above, as compared to book records.

iii) In respect of loans granted and taken:

(a) The Company has granted interest free unsecured loans to four subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2705 Lacs and the year-end balance of loans granted to such parties was Rs. 1425 Lacs. The Company has not granted any loans, secured or unsecured, to other parties as covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, the terms and conditions of such loans are prima facie, not prejudicial to the interest of the Company.

(c) The parties have repaid the principal amounts as stipulated and have also been regular in payment of interest, if any, to the Company as stipulated.

(d) In respect of the aforesaid loans, there is no overdue amount as the same are repayable on demand.

(e) The Company has taken an unsecured loan from one other party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 200 Lacs and the year-end balance of such loan was Rs. 200 Lacs. The Company has not taken any loans, secured or unsecured, from companies as covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and the other terms and conditions of such loan are prima facie, not prejudicial to the interest of the Company.

(g) In our opinion and according to the information and explanations given to us the Company is regular in making the payment of the principal amount and interest as stipulated.

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 purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register which is required to be maintained under that Section;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public and as such the requirement of clause (vi) of paragraph 4 of the Order is not applicable.

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

viii) Looking to the nature of business carried by the Company, the requirement of Clause 4(viii) of the Companies (Auditor''s Report) Order, 2003 regarding maintenance of cost records is not applicable to the Company.

ix) In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Investor Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Profession Tax and other material statutory dues applicable to it. Considering the nature of business carried on by the Company, there can be no dues pertaining to Custom Duty, Sales Tax and Cess.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Work Contract Tax, Wealth Tax, Service Tax, Profession Tax were in arrears as at 31/03/2013 for a period of more than six months from the date they became payable.

c) The particulars of statutory dues as at March 31, 2013 which have not been deposited on account of disputes are as follows:

S.No. Name of statute Nature of Dues Amount

(Rs. in Lacs)

1. Income Tax Act, Income Tax 6.06 1961.

2. Indian stamp Stamp Duty 91.77 (Delhi Amendment)

Act, 2010.

Period to which Forum where disputes

the amount relates are pending

Assessment Year CIT(Appeals) 2010-11

01/06/2010 Hon''ble Delhi High Court - 31/03/2013

x) The Company does not have accumulated losses as at 31st March, 2013. The company has incurred cash losses amounting to Rs. 327.07 Lacs during the financial year covered by our audit and Rs. 596.80 Lacs during 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 the repayment of dues to banks and financial institutions. However the company has not issued any debentures during the year.

xii) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv) According to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by one of its subsidiaries from banks, are prima facie not prejudicial to the interest of the Company.

xvi) In our opinion and according to the information and explanations given to us, the company has not taken any term loan during the year and therefore clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis, have been used for long-term investment by the company. xviii) The Company has not made any preferential allotment of shares during the year and as such the provisions of Clause

4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company. xix) The Company did not issue any debentures during the year and as such the provisions of Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised any money by way of public issue during the year and as such the provisions of Clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) In our opinion and according to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For RAM RATTAN & ASSOCIATES

Chartered Accountants

(FRN: 004472N)

Place:New Delhi (CA. RAM RATTAN GUPTA)

Date : 30th May, 2013 Partner

M. No. 083427


Mar 31, 2012

1. We have audited the attached Balance Sheet of BLB Limited as at 31st March, 2012, the Statement of Profit and Loss 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 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 statements 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 terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 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 & 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 & 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) 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 appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

b) in the case of the Statement of Profit and Loss, of the loss of the Company 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.

5. 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 of the Company 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date)

i) In respect of its fixed assets:

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

b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

ii) In respect of its inventories:

a) The securities held as stock-in-trade have been verified by the management with demat accounts maintained with depositories at reasonable intervals and the Units of Mutual Funds held as Stock-in-Trade in Demat accounts with the custodians are verified from the statements received from them on a regular basis.

b) As explained to us, the procedure of verification of the stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) As explained and according to the records produced before us for our verification, no discrepancies were noticed on verification of stocks referred above, as compared to book records.

iii) a) The Company has granted unsecured loans to five subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3240.00 Lacs and the year-end balance of loans granted to such parties was Rs. 2455.00 Lacs (including interest free loans of Rs. 2450.00 Lacs).

b) In our opinion, the rate of interest and the other terms and conditions of such loans are prima facie, not prejudicial to the interest of the Company.

c) The parties have repaid the principal amounts as stipulated and have also been regular in payment of interest to the company as stipulated.

d) In respect of the aforesaid loans, there is no overdue amount as the same are repayable on demand.

e) The Company has not taken any loans, secured or unsecured, from companies or other parties as covered in the register maintained under Section 301 of the Companies Act, 1956. As such, the item no (e), (f) & (g) of clause 3 of paragraph 4 of the order are not applicable to the company. There is no firm covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register which is required to be maintained under that Section;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public and as such the requirement of clause (vi) of paragraph 4 of the Order is not applicable.

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

viii) Looking to the nature of business carried by the Company, the requirement of Clause 4(viii) of the Companies (Auditor's Report) Order, 2003 regarding maintenance of cost records is not applicable to the Company.

ix) In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Investor Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Profession Tax and other material statutory dues applicable to it. Considering the nature of business carried on by the Company, there can be no dues pertaining to Custom Duty, Sales Tax and Cess.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Work Contract Tax, Wealth Tax, Service Tax, Profession Tax were in arrears as at 31/03/2012 for a period of more than six months from the date they became payable.

c) The particulars of statutory dues as at March 31, 2012 which have not been deposited on account of disputes are as follows:

Name of statute Nature of Dues Amount Period to which Forum where disputes (Rs. in Lacs) the amount relates are pending

Income Tax Act, Income Tax 343.74 A.Y. - 2008-09 Various Appellate 1961. A.Y. - 2009-10 Authorities

Indian stamp (Delhi Stamp Duty 70.50 01/06/2010 - 31/03/2012 Hon'ble Delhi High Court

Amendment) Act, 2010.

x) The Company does not have accumulated losses as at 31st March, 2012. The company has incurred cash losses amounting to Rs. 596.80 Lacs during the financial year covered by our audit and Rs. 2805.59 Lacs during 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 and financial institutions. However the Company has not issued any debentures during the year.

xii) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv) According to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by one of its subsidiaries from banks, are prima facie not prejudicial to the interest of the Company.

xvi) In our opinion and according to the information and explanations given to us, the company has not taken any fresh term loan during the year and therefore clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

xviii)The Company has not made any preferential allotment of shares during the year and as such the provisions of Clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xix) The Company did not issue any debentures during the year and as such the provisions of Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised any money by way of public issue during the year and as such the provisions of Clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) In our opinion and according to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For RAM RATTAN & ASSOCIATES

Chartered Accountants (Firm Registration No. 004472N)

Place : New Delhi (CA. RAM RATTAN GUPTA)

Date :27th August. 2012 Partner

M. No. 083427


Mar 31, 2010

1. We have audited the attached Balance Sheet of BLB Limited as at 31st March, 2010, the related 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 Companys 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 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 purpose of our audit;

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

iii) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) in our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) on the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2010, from being appointed as a Director under Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956; and

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 appearing thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date)

i) In respect of its fixed assets:

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

b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year the company has disposed off a substantial part of fixed assets. According to the information and explanations given to us, we are of the opinion that the sale of said part of fixed assets has not affected the going concern status of the company.

ii) In respect of its inventories:

a) The securities held as stock-in-trade have been verified by the management with demat accounts maintained with depositories at reasonable intervals and the Units of Mutual Funds held as Stock-in-Trade in Demat accounts with the custodians are verified from the statements received from them on a regular basis.

b) As explained to us, the procedure of verification of the stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) As explained and according to the records produced before us for our verification, no discrepancies were noticed on verification of stocks referred above, as compared to book records.

iii) a) The Company has granted unsecured loans to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was of Rs. 726.00 lacs and the year-end balance of such loans was Rs.716.00 lacs.

b) In our opinion, the rate of interest and the other terms and conditions of such loans are prima facie, not prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are regular in payment of interest as stipulated.

d) In respect of the aforesaid loans, there is no overdue amount as the same are repayable on demand.

e) The Company has taken unsecured loans from three other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 450.00 lacs and the year-end balance of such loans was Rs. 430.00 lacs.

f) In our opinion, the rate of interest and the other terms and conditions of such loans are prima facie, not prejudicial to the interest of the Company.

g) In our opinion and according to the information and explanations given to us the Company is regular in making the payment of the principal amount and interest as stipulated.

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 purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register which is required to be maintained under that Section;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted deposits from public in term of Section 58A of the Companies Act, 1956 read with Clause 2(xii) of NBFC Acceptance of Public Deposits Directions, 1998 accordingly the provision of Clause 4(viii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

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

viii) Looking to the nature of business carried by the Company, the provisions of Clause 4(viii) of the Companies (Auditors Report) Order, 2003 regarding maintenance of cost records are not applicable to the Company.

ix) In respect of statutory dues:

a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education & Protection Fund, Income Tax, Work Contract Tax, Wealth Tax, Service Tax, Profession Tax and other material statutory dues applicable to it. Considering the nature of business carried on by the Company, there can be no dues pertaining to Custom Duty, Sales Tax and Cess.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Employees State Insurance, Income Tax, Work Contract Tax, Wealth Tax, Service Tax, Profession Tax were in arrears as at 31/03/2010 for a period of more than six months from the date they became payable.

c) The particulars of dues of Income Tax as at March 31, 2010 which have not been deposited on account of disputes are as follows:

Name of Nature of Amount Period to which Forum where statute Dues (Rs.in disputes Lacs) the amount relates are pending

Income Tax , Income Tax 196.40 Assessment Years : Various Appellate Act 1961 2001-02, 2002-03, authorities.

2003-04, 2004-05 &

2007-08

x) The Company does not have accumulated losses as at 31st March, 2010. The company has incurred cash losses only during the preceding financial year but has not incurred any cash loss during the current 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 and financial institutions. However the Company has not issued any debentures during the year.

xii) In our opinion and according to the information and explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv) 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.

xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

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

xviii) The Company has not made any preferential allotment of shares during the year and as such the provisions of Clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xix) The Company did not issue any debentures during the year and as such the provisions of Clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xx) The Company has not raised any money by way of public issue during the year and as such the provisions of Clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xxi) In our opinion and according to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year.

For RAM RATTAN & ASSOCIATES

Chartered Accountants

Firm Registration No: 004472N

Place:New Delhi (CA. RAM RATTAN GUPTA)

Date : 31st August, 2010 Partner

M. No. 083427

 
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