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Auditor Report of CARE Ratings Ltd.

Mar 31, 2016

To the Members of

Credit Analysis and Research Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Credit Analysis and Research Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial

Statements

2. The Management and Board of Directors of the company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the design, implementation and maintenance of adequate 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. 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 as 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 standalone financial statements are free from material misstatement.

4. 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 standalone 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 and fair presentation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management and Board of Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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, 2016, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

8. 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 purpose of our audit;

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of the Act;

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 33(ii) to the standalone financial statements;

(ii) The Company had made provision, as required under the applicable law or accounting standards, for material foresable losses, if any, on long-term contracts including derivative contracts - Refer Note 33(i) to the standalone financial statements;

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

"Annexure 1" referred to in paragraph 7 of Report on Other Legal and Regulatory Requirements of our report of even date

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

b) All fixed assets have not been physically verified by the management during the year but 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

c) According to the information and explanations given by the management the title deeds of immovable properties are held in the name of the Company.

ii) The Company does not hold any inventory or securities as stock in trade, hence clause 3(ii) of the Order is not applicable to the Company.

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees and securities given have been complied with by the Company.

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

vi) As informed, the Company is not required to maintain any cost records prescribed by the Central Government under sub-section (1) of section 148 of the Act.

vii) a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, employees'' state insurance, income-tax, service tax, value added tax and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, value added tax and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

As informed, the Company is not liable to pay sales-tax, duty of custom, duty of excise and cess during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, service tax, value added tax and other material statutory dues that have not been deposited with the appropriate authorities on account of any dispute except the following:

Name of the statute

Nature of the dues

Amount (Rs)

Period to which the amount relates

Forum where dispute is pending

The Income Tax Act, 1961

Income tax

87,430

AY 2009-10

Commissioner of Income-Tax (Appeals)-XIV, Mumbai

The Income Tax Act, 1961

Income tax

78,46,264

AY 2010-11

Commissioner of Income-Tax (Appeals)-XIV, Mumbai

The Income Tax Act, 1961

Income tax

2,89,670

AY 2011-12

Commissioner of Income-Tax (Appeals)-XIV, Mumbai

The Income Tax Act, 1961

Income tax

2,06,53,290

AY 2012-13

Commissioner of Income-Tax (Appeals)-XIV, Mumbai

The Income Tax Act, 1961

Income tax

3,49,24,835

AY 2013-14

Commissioner of Income-Tax (Appeals)-XIV, Mumbai

As informed, the Company is not liable to pay sales-tax, duty of custom, duty of excise and cess during the year.

viii) In our opinion and according to the information and explanations given by the management, there are no loans taken from financial institutions, government and banks nor has the Company issued any debentures, hence clause 3(viii) of the Order is not applicable.

ix) In our opinion and according to the information and explanations given by the management, during the year the Company has not raised any term loans, hence clause 3(ix) of the Order is not applicable.

x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

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

xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and hence not commented upon.

xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Act.

xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

Annexure 2 to the Independent Auditor''s Report of even date on the Standalone Financial Statements of Credit Analysis and Research Limited.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Credit Analysis and Research Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For Khimji Kunverji & Co

Chartered Accountants

ICAI FRN-105146W

Gautam V Shah

Partner (F-117348)

Place: Mumbai

Date: May 26, 2016


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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 Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 4 and 5 of the order.

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

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

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

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

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

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

Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date.

i) a) The company has maintained records showing particulars, including quantitative details and situation of fixed assets.

b) As explained, these fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies were noticed on such verification.

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

ii) The company does not have inventory, hence clause 4(ii) of the order is not applicable.

iii) As informed, the company has neither granted nor taken any loans, secured or unsecured to/ from companies, firm or other parties covered in the register maintained under Section 301 of the Act and hence clause 4(iii) of the order is not applicable.

iv) In our opinion and according to the information and explanations given, there exists an adequate internal control system commensurate with size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. Further, on the basis of examination and explanations given, as per the checking carried out in accordance with the auditing standards generally accepted in India, neither we have observed nor we have been reported for any continuing failure to correct major weaknesses in the Internal control system relating to the aforesaid.

v) Based on the audit procedures applied and according to the information and explanations provided by the management, the Company has not entered into any transaction that need to be entered in the register in pursuance of Section 301of the Act and hence clause 4(v) of the Order is not applicable.

vi) In our opinion and according to the information and explanations given, the Company has not accepted deposits from the public in terms of the provisions of Section 58A and 58AA of the Act. We are informed that the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal has passed no order.

vii) The internal audit system is commensurate with the size and nature of Company''s business.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act for the products of the company.

ix) a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax and any other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months form the date they became payable.

As informed, the company is not liable to pay Sales Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Cess during the year.

b) According to the information and explanations given, there are no dues in respect of Income Tax, Wealth Tax, Service Tax that have not been deposited with the appropriate authorities on account of any dispute except the following:

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

The Income Tax TDS 3,018,490 AY 2006-07 Commissioner of Act, 1961 Inocme- Tax (Appeals)-XIV Mumbai

The Income Tax TDS 6,134,040 AY 2007-08 -do- Act, 1961

The Income Tax TDS 3,425,850 AY 2009-10 -do- Act, 1961

The Income Tax TDS 9,155,474 AY 2011-12 -do- Act, 1961

As informed, the Company is not liable to pay Sales Tax, Excise Duty, Custom duty and Cess during the year.

x) The Company does not have any accumulated losses as at March 31, 2013 and has not incurred any cash losses during the financial year and during the immediately preceding financial year.

xi) There are no loans taken from financial institutions and banks nor has the company issued any debentures, hence clause 4(xi) of the order is not applicable.

xii) According to the information and explanations given, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securitites.

xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/ society, hence clause 4(xiii) of the Order is not applicable.

xiv) According to the information and explanations given, the Company is not dealing or trading in shares, securities, debentures and other investments, hence clause 4(xiv) of the Order is not applicable.

xv) In our opinion and according to the information and explanantions given, the Company has not given any guarantees for loans taken by others form banks or financial institutions.

xvi) According to the information and explanantions given, the Company has not raised any term loans, hence clause 4(xvi) of the Order is not applicable.

xvii) According to the information and explanations given 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.

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

xix) According to the information and explanations given, the Company has not issued any debentures, hence clause 4(xix) of the Order is not applicable.

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

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any fraud on or by the Company noticed or reported during the year nor we have been informed of such case by the management.

For Khimji Kunverji & Co

Chartered Accountants

FRN-I05I46W

Gautam V Shah

Partner (F-117348)

Place:Mumbai

Date: May 15, 2013


Mar 31, 2012

1 We have audited the attached Balance Sheet of CREDIT ANALYSIS AND RESEARCH LIMITED (hereinafter referred to as ''the Company'') as at March 31, 2012, the Profit and Loss account and 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4 Further to our comments 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, the Company has kept proper books of account as required by law so far as appears from our examination of those books;

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

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

v. On the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274 (1)(g);

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 Significant Accounting Policies and Notes on Accounts in Note ''1'' and those appearing elsewhere in the accounts 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, 2012.

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

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

5 The financial statements of the Company for the year ended March 31, 2011, were audited by another auditor whose report dated July 15, 2011 expressed an unmodified opinion on those statements

Annexure referred to in paragraph 3 of our report of even date Re-Credit Analysis & REsearch Limited

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

b) As explained, these fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies were noticed on such verification.

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

ii) a) The Company does not have inventory, therefore provisions of clause 4(ii) of the Order are not applicable to the Company.

iii) a) As informed, the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firm or other parties covered in the register maintained under section 30I of the Act and hence clauses 4(iii) (b) to (g) of the Order does not apply

iv) In our opinion and according to the information and explanations given, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the sale of services. Further, on the basis of examination and explanations given, as per the checking carried out in accordance with the auditing standards generally accepted in India, neither we have observed nor we have been reported for any continuing failure to correct major weaknesses in the Internal control system relating to the aforesaid

v) a) Based on the audit procedures applied and according to the information and explanations provided by the management, the Company has not entered into any transaction that need to be entered in the register in pursuance of section 30I of the Act and accordingly the clause 4(v)(b) of the Order is not applicable

vi) In our opinion and according to the information and explanations given, the Company has not accepted deposits from the public in terms of the provisions of Section 58A and 58AA of the Act. We are informed that the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal has passed no order

vii) The internal audit system is commensurate with the size and nature of Company''s business

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (I) of section 209 of the Act for the products of the Company.

ix) a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Wealth Tax, Service Tax and any other material statutory dues applicable to it.

According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Wealth Tax, Service Tax and other undisputed statutory dues outstanding at the year end, for a period of more than six months from the date they became payable.

As informed the Company is not liable to pay Sales-tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Cess.

b) According to the information and explanations given, there are no dues in respect of Income Tax / Wealth Tax/ Service Tax that have not been deposited with the appropriate authorities on account of any dispute except the following:

Name of Nature of Amount Period to which Forum where the statute the dues (Rs) the amount relates dispute is pending

The Income Tax TDS 3,018,490 AY 2006-07 Commissioner of Act, 196 Income-Tax (Appeals)-XIV, Mumbai

The Income Tax TDS 6,134,040 AY 2007-08 -do- Act, 1961

The Income Tax TDS 3,425,850 AY 2009-10 -do- Act, 1961

The Income Tax TDS 8,954,906 AY 2011-12 -do- Act, 1961

The Income Tax Income Tax 253,252 AY 2007-08 Commissioner of Income-Tax Act, 1961 (Appeals)-XII, Mumbai

The Income Tax Income Tax 4,792,500 AY 2009-10 -do- Act, 1961

As informed the Company is not liable to pay Sales-tax, Custom Duty, Excise Duty and Cess.

x) The Company does not have any accumulated losses as at March 3I, 20I2 and has not incurred any cash losses during the financial year and during the immediately preceding financial year.

xi) There are no loans taken from financial institutions and banks nor has the Company issued any debentures, hence clause 4(xi) of the Order is not applicable.

xii) According to the information and explanations given, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion and based on the documents and records produced, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv) According to the information and explanations given, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Order is not applicable to the Company.

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

xvi) According to the information and explanations given, the Company has not raised any term loans. Accordingly the provisions of clause 4(xvi) of the Order is not applicable to the Company.

xvii) According to the information and explanations given 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.

xviii) The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 30I of the Act.

xix) According to the information and explanations given, the Company has not issued any debentures. Therefore, the provision of clause 4(xix) of the Order is not applicable.

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

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any fraud on or by the Company noticed or reported during the year nor we have been informed of such case by the management.

For and on behalf of

KHIMJI KUNVERJI & CO.

Chartered Accountants Registration No. I05I46W

GAUTAM V SHAH

Partner (F - II7348)

Mumbai

Date: July I7, 20I2

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