Auditor Report of Chartered Capital & Investment Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of CHARTERED CAPITAL AND INVESTMENT LIMITED ("the Company"), 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 the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

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

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

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

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

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

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

(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 as at 31st March, 2015 on its financial position in its financial statement – Refer Note 23 to the Financial Statements.

ii. The Company did not have any pending long-term contracts including derivative contracts for which there were any material foreseeable losses under the applicable law or accounting standards.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" section of our report of even date)

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets;

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the company, nature and value of its assets .According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories,

(a) The Securities held as stock in trade have been verified by the Management with the statement of holdings provided by depository participants and brokers at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of confirmation of securities held as stock in trade 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 Company relating to securities held as stock in trade, in our opinion, the Company has maintained proper records of stock in trade and no material discrepancies between the book records and the statement of holding provided by brokers and other depository participants have been noticed;

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Therefore, Provision of Clause (iii) (a) & (b) of the said order is not applicable to the Company.

(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 securities and fixed assets and with regard to sale of securities and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) The Company has not accepted any deposits from the public with the meaning of section 73 to 76 of the Act and rules framed there under.

(vi) Company is engaged in service industry; hence clause (vi) is not applicable to the company.

(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, Employees' State Insurance, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and material statutory dues wherever applicable have generally been regularly deposited during the year by the Company with the appropriate authorities. Further, According to the information and explanations given to us, no such undisputed amounts payable 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, details of dues towards Income Tax which have not been deposited by the Company on account of disputes are as follows,

Statement of Disputed Dues

Name of the Statute Nature of the Dues Amount under Period to which Forum where dispute is dispute not amount relates pending yet deposited (Rs.)

Income Tax Act, 1961. Income Tax 3,11,917 A.Y.2008-09 Income tax Appellate Tribunal- Ahmedabad

Income Tax Act, 1961. Income Tax 1,35,832 A.Y.2009-10 Income tax Appellate Tribunal- Ahmedabad

Income Tax Act, 1961. Income Tax 1,35,802 A.Y.2010-11 Income tax Appellate Tribunal- Ahmedabad

Income Tax Act, 1961. Income Tax 38,277 A.Y.2011-12 Income tax Appellate Tribunal- Ahmedabad

According to the information and explanations given to us, there are no dues of Sales Tax, wealth tax, Service Tax, duty of customs, duty of Excise, Value Added Tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

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

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

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

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

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

For Mayank Shah & Associates

Chartered Accountants

Firm Registration No: 106109W

M. S. SHAH

Ahmedabad Partner

May 29, 2015 Membership No. 44093

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Mar 31, 2014

We have audited the accompanying financial statements of Chartered Capital and Investment Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

The 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") read with the General Circular IV 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 internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is 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 accompanying 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, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 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; and

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Independent Auditors'' Report (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" section of our report of even date)

1. In respect of its fixed assets :

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) No fixed asset has been disposed during the year and therefore do not affect the going concern assumption.

2. In respect of its Inventories :

(a) The Securities held as stock in trade have been verified by the Management with the statement of holdings provided by depository participants and brokers at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of confirmation of securities held as stock in trade 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 Company relating to securities held as stock in trade, in our opinion, the Company has maintained proper records of stock in trade and no material discrepancies between the book records and the statement of holding provided by brokers and other depository participants have been noticed.

3. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the act. Therefore, Provisions of Clauses (iii) (b), (iii) (c), (iii) (d), (iii) (e). (iii)(f) and (iii) (g) of the said order are not applicable to the Company.

4. 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 inventories and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us, the company has not entered into the any transactions required to be entered in register maintained under section 301 of the Companies Act, 1956.Therfore, clause 4(v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public with the meaning of section 58A and 58AA of the Act and rules framed there under.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. Company is engaged in service industry; hence clause (viii) is not applicable to the company.

9. 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 includingg Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and material statutory dues wherever applicable have generally been regularly deposited during the year by the Company with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, the following dues have not been deposited by the Company on account of disputes :

Statement of Disputed Dues

Name of the Nature of the Amount under Period to which Forum where Statute Dues dispute not yet amount relates Dispute is deposited (Rs.) pending

Income Tax 3,11,917 A.Y. 2008-09 Income tax Appellate Tribunal Ahmedabad

Income Tax Income Tax 1,35,832 A.Y. 2009-10 Income tax Act, 1961 Appellate Tribunal Ahmedabad

Income Tax 1,35,802 A.Y. 2010-11 Income tax Appellate Tribunal Ahmedabad

Income Tax 38,277 A.Y 2011-12 Income tax Appellate Tribunal Ahmedabad

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders.

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

13. As the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company, the provisions of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to the information and explanations given to us, The Company has maintained records of the transactions and contracts in respect of the trading in shares, debentures and other securities and timely periodic entries are made therein. All shares, debentures and other securities, in which company has invested, are held by the company in its own name except to the extent of the exemption, granted under section 49 of the companies Act 1956.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Therefore, the provisions of clause 4(xv) of the Order are not applicable to the Company.

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

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies / firms / parties covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, during the year covered by our report, the Company has not issued any secured debentures.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year nor have we been informed of nor such case by the Management.

For MayankShah & Associates

Chartered Accountants Firm Registration No: 106109W

Ahmedabad M. S. Shah May 28, 2014 Partner Membership No. 44093

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Mar 31, 2012

1. We have audited the attached Balance Sheet of CHARTERED CAPITAL AND INVESTMENT LIMITED, ('the Company') as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Corr* pany'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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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 as amended by The Companies (Auditor's Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to cur comments in the annexure referred to in Paragraph 3 above:

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 it appears from our examination of those books;

c) The Balance Sheet, 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 Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting

standards referred to in Sub-section 3 (c) of Section 211 of the Companies Act, 1956 except AS-15 as referred to in .

para-f below.

e) On the basis of written representations received from the Directors, and taken on record by Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the e> planations given to us, the said accounts, read together with the notes thereon and subject to Note - 24 regarding non provision of future liability of Gratuity give the information required by the Companies Act, 1956 in the manner required and give a true and fair view in conformity with the accounting principles generally accepted in Ind.'a:

i in case of the Balance Sheet, of the state of affairs of the Company r;s *1 3Tr March, 2012 and

ii in case of the Statement of Profit & I oss.. cf the Profit of the Company for the year ended on that date.

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

ANNtXURE TO THE AUDITOR S REPORT ; .

(Annexure referred to in paragraph 3 of our Auditors Report of even date on Financial Statements of Chartered Capital and Investment Limited for the year^nded on 31/03/2012)

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

1. a) The company has maintained proper records showing fullparticulars including quantitative details and situation of

fixed assets.

b) According to the information and explanation given to us, the Company has formulated a regular programme of verification by which all the assets of the company shall be verified in a phased manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on the verification conducted during the year as compared with the book records.

c) There were no disposals of fixed assets during the year.

2. The company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of tTre act.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of company and the nature of its business for the sale of services. During the course of our audit no major weakness has been noticed in the internal controls.

4. To the best of our knowledge and belief and as explained to us the Company has not entered into any transactions required - to be entered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, clause 4(v)(b) of the order is not applicable.

5. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

7. a) According to the records of the company and information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax,

Excise Duty, Custom Duty, Service Tax, Sales Tax, Wealth Tax, Cess, Investor Education and Protection Fund and any other material statutory dues as applicable to it, with the appropriate authorities during the year. As explained to us, no undisputed amounts payable were in arrears as at 31s: March 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the Company had the following dues of Income Tax which has not been deposited on account of dispute.

Statement of Disputed Dues

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

Income Tax 3,11,917 A.Y.2008-09 Income tax Appelate Tribunal - Ahmedabad '

Income Tax Act, 1961. Income Tax 1,35,832 A.Y.2009-10 Income tax Appelate Tribunal - Ahmedabad

Income Tax 1,35.802 A.Y.2010-11 Income tax Appelate Tribunal - Ahmedabad 8. The company neither has any accumulated losse* nor has incurred any cash loss in the current year and immediate preeceding financial year.

9. According to the information and explanations given to us the company has not defaulted in repayment of dues to bank.

The company had no transaction with financial ir-stilotion ana held no debentures outstanding during the year.

10. According to the information and explanation given to us the company has riot granted any loans and advances on the basis of security by way nf pledge of shares, debentures and other securities!

11. The provisions of any special statute applicable to chit fund, nidhi, or ..my mutual fund/Scdeties are not applicable to the company.

12. The company has maintained records of transactions and contracts in respect of trading in shares, debentures and other securities and timely periodic entries are made therein. Alt shares, debentures and other securities, in which company has invested, are held by the company in its own name, except to the extent of the exemption, granted under Section 49 of the Companies Act 1956.

13. According to information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions.

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

15. According to the information and explanation 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 tong term investment by the company.

16. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act 1956.

17. The company has not issued any debentures during the period.

18. The company has not raised any money by way of public issues during the year.

19. During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

20. Looking to the nature of activities being carried on at present by the company and also considering the nature of matters referred to in the various clauses of Companies (Auditors Report) Order, 2003 clauses (ii) and (viii), of paragraph 4 of the aforesaid order, are in our opinion not applicable to the company.

For MAYANK SHAH & ASSOCIATES CHARTERED ACCOUNTANTS (Firm Registration No. 106109W)

(M.S.SHAH)

Place: Ahmedabad PARTNER

Date : 30/05/2012 M.No.44093

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Mar 31, 2010

We have audited the attached Balance Sheet of CHARTERED CAPITAL AND INVESTMENT LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

I. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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.

II. As required by the Companies (Auditors Report) Order, 2003 as amended by The Companies(Auditors Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

III. Further to our comments in the annexure referred to in Paragraph II above:

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 it appears from our examination of those books;

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

d In our opinion, the Balance Sheet and Profit & Loss account and Cash Flow Statement comply with the accounting standards referred to in Sub-section 3 (c) of Section 211 of the Companies Act, 1956 except AS-15 as referred to in para-f below.

e On the basis of written representations received from the Directors, and taken on record by Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon and subject to Note-5 (regarding non provision of future liability of Gratuity) set out in Schedule 17 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 case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010 and

ii in case of the Profit & Loss Account, of the profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Annexure referred to in paragraph 2 of our Auditors Report of even date on financial statements of Chartered Capital and Investment Limited for the year ended on 31/03/2010)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- 1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us, the Company has formulated a regular programme of verification by which all the assets of the company shall be verified in a phased manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on the verification conducted during the year as compared with the book records.

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

2. The company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the act.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit no major weakness has been noticed in the internal controls.

4. a) To the best of our knowledge and belief and as explained to us the Company has not entered into any transactions

required to be entered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, clause 4(v)(b) of the order is not applicable.

5. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

7. a) According to the records of the company and information and explanations given to us the company is regular in

depositing undisputed statutory dues including Provident Fund, Income Tax, and any other statutory dues with the appropriate authorities during the year.

b) According to the records of the company and information and explanation given to us there is no disputed statutory dues payable by the company.

8. a) The company does not have accumulated losses of more than 50% of its Net Worth at the end of the financial year. b) The company has not incurred cash losses in the current as well as in the previous financial year.

9. According to the information and explanations given to us the company has not defaulted in repayment of dues to bank. The company had no transaction with financial institution and held no debentures outstanding during the year.

10. According to the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The provisions of any special statute applicable to chit fund, nidhi, or any mutual fund/Societies are not applicable to the company.

12. The company has maintained records of transactions and contracts in respect of trading in shares, debentures and other securities and timely periodic entries are made therein. All shares, debentures and other securities, in which company has invested, are held by the company in its own name, except to the extent of the exemption, granted under Section 49 of the Companies Act 1956.

13. According to information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions.

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

15. According to the information and explanation 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.

16. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act 1956.

17. The company has not issued any debentures during the period.

18. The company has not raised any money by way of public issues during the year.

19. During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

20. Looking to the nature of activities being carried on at present by the company and also considering the nature of matters referred to in the various clauses of Companies (Auditors Report) Order, 2003 clauses (ii) and (viii), of paragraph 4 of the aforesaid order, are in our opinion not applicable to the company.

For MAYANK SHAH & ASSOCIATES

CHARTERED ACCOUNATANTS

(Firm Registration No. 106109W)

(M.S.SHAH)

Place : Ahmedabad PARTNER

Date :03/09/2010 M.No.44093