Auditor Report of Boston Leasing and Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of BOSTON LEASING AND FINANCE LIMITED, which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

As required by the Companies (Auditor's Report) Order 2015 issued by Government of India in terms of Section 143 (11) of the Companies Act, 2013, we enclose herewith in annexure.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditor's Responsibility:

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on other Legal and Regulatory Requirements:

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

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

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

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

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

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

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long term contacts including derivative contacts for which there were any material foreseeable losses.

III. There were no amount which required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of Boston Leasing and Finance Limited for the year ended 31 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) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii. The physical verification of the inventories has been conducted at reasonable interval by the management.

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

The company has maintained proper records of inventory and no material discrepancies were noticed on such physical verification and the same have been properly dealt with in the books of accounts.

iii. (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act').

(b) In view of our comments in (a) above no further comments are warranted on receipt of principal amount and rate of interest on such loan.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

vi. We are informed that maintenance of cost records has not been prescribed by the Central Government U/s 148 of the Act.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act, 2013 and rules made there under.

viii. In our Opinion, The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company did not have any outstanding dues to financial institutions, banks or Debenture holders during the year.

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

xi. The Company did not have any term loans outstanding during the year.

Xii According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W

(CA. Arpan Chudgar) Proprietor M. No. 131876

Place: Ahmedabad Date: 30.05.2015

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Mar 31, 2014

We have audited the accompanying financial statement of BOSTON LEASING AND FINANCE LIMITED, Ahmedabad which comprise the Balance sheet as at March 31, 2014, the Statement of Profit and Loss for the year then ended, the Cash Flow Statement for the year then ended, and a summary of significant accounting Policies and explanatory information.

As required by the companies (Auditor's Report) Order 2003 as amended by the Companies Auditor's Report Amendment Order 2004 (together the order) issued by Government of India in terms of section 227(4A) of the companies Act, 1956, we enclose herewith in annexure.

2. MANGEMENT RESPOSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company's Management is responsible for the preparation of these financial statements that give a True and Fair View of the financial Position, Financial performance and Cash Flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of the 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's 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 as at March 31, 2014;

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

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

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

As required by Section 227 (3) of the Act, we report that:

(a.) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit.

(b.) In our opinion, proper Books of Accounts as required by Law have been kept by the Company so far as it appears from our examination of those Books.

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

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

(e.) On the basis of written representation 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 Independent Auditors' Report: Boston Leasing and Finance Limited

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies Auditor's Report Amendment Order, 2004 (together the Order) issued by Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of books of account of the company as were considered appropriate on the basis of information and explanation given to us, during the course of our audit, we state on the matters specified in paragraph 4 and 5 of the said Order to the extent applicable that:

iii. (a) The Company has granted Unsecured Loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The Number of parties to whom loan granted are and their outstanding amount at the year end date are:

Sr. No. Name Outstanding Balance as on 31st March, 2014

1 Vardhman Infracon Pvt. Ltd. 2,81,79,305/-

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanation given to us, receipt of the principal amount and interest are regular on loan granted.

(d) In our opinion and according to the information and explanation given to us, reasonable steps have been taken by the Company for recovery of the principal and interest in a case where overdue amount is more than Rs. 1,00,000/-.

(e) The Company has not taken Unsecured Loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) & (g) As the Company has not taken any loans, these clauses are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. There is no continuing failure to correct major weaknesses in internal control system.

v. (a) In our opinion and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and has 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 the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under, without making compliances thereof during the financial year covered by our audit.

vii. The Company has separate Internal Audit System considering the size and nature of its business.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, sales tax, wealth-tax, service tax, customs duty, excise duty and cess, which have not been deposited on account of any dispute.

x. The company has neither accumulated losses nor incurred cash losses during the financial year covered by our audit. Though the company incurred accumulated financial loss of Rs. 49,189/- during the immediately preceding financial year, there was no cash loss during that immediately preceding financial year.

xi. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a bank or any financial Institutions.

xii. Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xvii. In our opinion and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investments.

xviii. We are informed that the company has made preferential allotment of 5,00,000 shares to Pioneer Mercantile Ltd. which is a Promoter Company and covered in the register maintained under Section 301 of the Companies Act, 1956. Based on our examination and on the information and explanations given by the management, the price at which shares have been issued is not prejudicial to the interest of the Company.

xx. The company has not raised any money by public issues during the period covered by our audit.

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

Matters specified in Clauses i, ii, viii, xiii, xiv, xvi and xix of Paragraph 4 of the CARO, 2003 do not apply to the Company.

For, Arpan Chudgar & Associates Date: 16th April, 2014 Chartered Accountants Place: Ahmedabad FRN: 133877W

(CA. Arpan Chudgar) Proprietor M. No. 131876

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Mar 31, 2013

1. We have audited the attached Balance Sheet of Boston Leasing & Finance Limited as at 31st March, 2013 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standard generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the 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 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 subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further, subject to the notes forming part of account, 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 and 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 and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

6. In our opinion and to the best of our information and according to the explanations given to us, subject to our notes forming part of final accounts, with corresponding effects on the profit for the period and net assets to the extent indicated above, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. in the case of the Balance Sheet, of the state of affairs of the company as on 31st March, 2013.

ii. in the case of the Profit and Loss Account, of the Profit of the company for the period ended on that date.



Annexure referred to in paragraph 3 of the Auditors' Report to the Members of Boston Leasing

& Finance Limited on the accounts for the year ended 31st March, 2013.

1. (a) The company does not have fixed assets hence this clause is not applicable so far as maintenance of quantitative details and situation of fixed assets and value thereof is concerned.

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification but, company does not have any fixed asset so this point is not applicable.

(c) During the year, the company has not disposed off substantial part of fixed assets.

2 . (a) The inventory has been physically verified at reasonable intervals by the management but, there is no inventory of Finished products, Raw Material, Stores & Spares during the year

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The Company has granted/taken any loans to any companies or other parties covered in the register maintained under section 301 of the Companies Act, 1956,

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. As the Amount taken/granted is interest free.

(c) There is an overdue amount of loans taken/granted to companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 i.e. the loan taken of Rs 31.80 lacs And loan granted of Rs. 140.88 lacs.

(d) The parties have not repaid the principal amounts as stipulated. The parties have been regular in the payment of interest is not applicable as loan taken/granted is interest free.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

5. (a) In our opinion and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and has been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under, without making compliances thereof during the financial year covered by our audit.

7. The Company has no separate internal audit system. However, in our opinion, the existing internal control procedures are sufficient considering the size and nature of its business.

8. According to the information and explanation given to us the company is not covered by the Central Government of India and rules for the maintenance of cost records under sub-section (1) of Section 209 of the Act for any of the products of the company. Hence, the provision of this clause is not applicable to the company.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(e) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, sales tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

(f) The company have accumulated losses of Rs. 49,189/- but the company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

10. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a bank or any financial institutions.

11. Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. According, the provisions of this clause of the Companies (Auditors Report) order, 2003 are not applicable to the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other securities in its own name.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investments.

17. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

19. The company has not raised any money by public issues during the period covered by our audit.

20. Based upon the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

FOR, MAYUR SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

DATE : 03-09-2013 PLACE : AHMEDABAD.

(MAYUR M.SHAH) ( M.No.36827) PARTNER FRN:106125W

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Boston Leasing & Finance Limited as at 31st March, 2012 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standard generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the 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 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 subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further, subject to the notes forming part of account, 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 and 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 and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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 is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section(l) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, subject to our notes forming part of final accounts, with corresponding effects on the profit for the period and net assets to the extent indicated above, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. in the case of the Balance Sheet, of the state of affairs of the company as on 31st March, 2012.

ii. in the case of the Profit and Loss Account, of the Profit of the company for the period ended on that date.

Annexure referred to in paragraph 3 of the Auditors' Report to the Members of Boston Leasing & Finance Limited on the accounts for the year ended 31st March, 2012.

1. (a) The company does not have fixed assets hence this clause is not applicable so far as maintenance of quantitative details and situation of fixed assets and value thereof is concerned.

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification but, company doen not have any fixed asset so this point is not applicable.

(c) During the year, the company has not disposed off substantial part of fixed assets.

2 . (a) The inventory has been physically verified at reasonable intervals by the management but, there is no investory of Finished products, Raw Material, Stores & Spares during the year

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The Company has granted/taken any loans to any companies or other parties covered in the register maintained under section 301 of the Companies Act, 1956,

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. As the Amount taken/granted is interest free.

(c) There is an overdue amount of loans taken/granted to companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 i.e. the loan taken of Rs 361.30 lacs And loan granted of Rs. 140.88 lacs.

(d) The parties have not repaid the principal amounts as stipulated. The parties have been regular in the payment of interest is not applicable as loan taken/granted is interest free.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the safe of goods.

5. (a) In our opinion and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and has been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under, without making compliances thereof during the financial year covered by our audit.

7. The Company has no separate internal audit system. However, in our opinion, the existing internal control procedures are sufficient considering the size and nature of its business.

8. According to the information and explanation given to us the company is not covered by the Central Government of India and rules for the maintenance of cost records under sub-section (1) of Section 209 of the Act for any of the products of the company. Hence, the provision of this clause is not applicable to the company.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duly, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, sales tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

10. The company have accumulated losses of Rs. 90,765/- but the company has not incurred any cash losses during the financial year covered by our audit but incurred cash loss of Rs. 6,350/- the immediately preceding financial year.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a bank or any financial institutions.

12. Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. According, the provisions of this clause of the Companies (Auditors Report) order, 2003 are not applicable to the company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other securities in its own name.

16. The company has not given any guarantee for loans taken by others from bank or financial institutions.

17. In our opinion and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investments.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained, under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

20. The company has not raised any money by public issues during the period covered by our audit.

21. Based upon the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

FOR, MAYUR SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

DATE : 03-09-2012 PLACE : AHMEDABAD.

(MAYUR M.SHAH) (M.No.36827) PARTNER FRN : 106125W

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Mar 31, 2011

1. We have audited the attached Balance-Sheet of Boston Leasing and Finance Ltd. as at 31st March 2011 and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies Auditors' Report Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further, subject to the notes forming part of account, 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 audit;

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

iii) The Balance-Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account;

iv) In our opinion, Balance Sheet, the Profit & Loss Account dealt with by this report comply with the Mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies' Act, 1956.

5. On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies' Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, subject to notes forming part of final accounts, with corresponding effect on the profit for the period and net assets to the extent indicated above, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of Balance-Sheet, of the state of affairs of the company as at 31st March, 2011.

b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

Annexure to Auditors' Report

Annexure referred to in paragraph 3 of the Auditors' Report to the Members of Boston Leasing and Finance Limited on the accounts for the year ended on 31st March 2011.

(1) (a) The Company does not have fixed assets hence this clause is not applicable so far as Maintenance of quantitative details and situation of fixed assets and value thereof is concerned.

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification but, company does not have fixed assets so this point is not applicable.

(c) During the year, the company has not disposed off substantial part of fixed assets.

(2) (a) The inventory has been physically verified at reasonable intervals of by the management but, there is no inventory of finished products, raw materials, stores and spares during the year.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) (a) The Company has granted / taken any loans to any companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) In our opinion and according to the information explanation given to us, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 are not prima facie prejudicial to the interest of the Company. As the amount taken / granted is interest free.

(c) There is an overdue amount of loans taken / granted to companies, firms or other parties listed in The registered maintained under section 301 of the Companies Act 1956 i. e. the loan taken of Rs. 361.30 lacs and loan granted of Rs. 140.88 lacs.

(d) The parties have not repaid the principal amounts as stipulated. The parties have been regular in the payment of interest is not applicable as loan taken ./ grated is interest free.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

(5) (a) In our opinion and according the information and explanations provided by the management. We are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and has been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(6) The Company has not accepted deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under, without making compliances thereof during the financial year covered by our audit.

(7) The Company has no separate internal audit systems. However, in our opinion, the existing internal control procedure are sufficient considering the size and nature of its business.

(8) According to the information and explanation given to us the company is not covered by the central government order and rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 for any products of the Company. Hence, the provisions of this clause is not applicable to the Company.

(9) (a) According to the records of the company, it is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty and cess, which have not been deposited on account of any dispute.

(10) The Company has accumulated losses of Rs. 126,565/-

(11) Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a bank or financial institutions.

(12) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The Company is not a Chit Fund or Nidhi mutual benefit Fund / society. Therefore, the provisions of clause this clause of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

(14) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. According, the provisions of this clause of the Companies (Auditors' Report) Order 2003 are not applicable to the Company.

(15) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other securities in its own name.

(16) The Company has not given any guarantee for loans taken by others from bank or financial institution.

(17) In our opinion and according to the information and explanations given to us, the funds raised on short tem basis have not been used for long - term investments.

(18) We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(19) The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

(20) The Company has not raised any money by public issues during the period covered by our audit.

(21) Based up on the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Mayur Shah & Associates. Chartered Accountants

(Mayur M. Shah) Date: 22.08.2011 (M. No: 36827) Place: Ahmedabad PARTNER FRN: 106125W