Auditor Report of Cindrella Financial Services Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Cindrella Financial Services 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 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 Account- ing 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 and in accordance with the accounting principles generally accepted in India. 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.

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 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.

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, 2014;

b) in the case of the Profit and Loss Account, of the profit/loss 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.

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 Accounting Standards notified under 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.

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, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE-"A"

(To the Auditors'' Report)

As required by the Companies (Auditor''s report) Order, 2003 (as amended in 2005) issued by the Central Government in terms of Section 143 of the Companies Act, 2013 and on the basis of such checking of the books and records of the company as we consider appropriate and the information''s and explanations given to us in course of audit, we report that:

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

Yes

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

Yes

(c) if a substantial part of fixed assets have been disposed off during the year, whether it has affected the going concern;

No

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management;

Yes

(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

Yes

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

Yes. No material discrepancies were noticed on physical verification.

(iii) (a) has the company either granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act. If so, give the number of parties and amount involved in the transactions.

Yes. The Company has during the year granted loans to sapna Kochar for Rs. 3,16,047.00 & Cindrella Hotels Ltd. for 25,65,424.00.

(b) whether the rate of interest and other terms and conditions of loans given or taken by the company, secured or unsecured, are prima facie prejudicial to the interest of the company;

No

(c) whether payment of the principal amount and interest are also regular;

Yes

(d) if overdue amount is more than one lakh, whether reasonable steps have been taken by the company for recovery/payment of the principal and interest;

Yes

(iv) is there an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Whether there is a continuing failure to correct major weaknesses in internal control;

Yes

(v) (a) whether transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

Yes

(b) whether each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(This information is required only in case of transactions exceeding the value of five lakh rupees in respect of any party and in any one financial year).

Yes

(vi) in case the company has accepted deposits from the public, whether the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board whether the same has been complied with or not.

No Applicable

(vii) in the case of listed companies and/or other companies having a paid-up capital and reserves exceeding Rs. 50 lakhs as at the commencement of the financial year concerned, or having an average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, whether the company has an internal audit system commensurate with its size and nature of its business;

Yes

(viii) where maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, whether such accounts and records have been made and maintained;

Not Applicable

(ix) (a) is the company regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

Yes

(b) in case dues of sales tax/income tax/custom tax/wealth tax/excise duty/cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending may please be mentioned.

(A mere representation to the Department shall not constitute the dispute).

Not Applicable

(x) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the financial year immediately preceding such financial year also;

No

(xi) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be report.

Not Applicable

(xii) whether adequate documents and records are maintained in cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; If not, the deficiencies to be pointed out.

Not Applicable

(xiii) whether the provisions of any special statute applicable to chit fund have been duly complied with? In respect of nidhi/ mutual benefit fund/societies;

Not Applicable

(a) whether the net-owned funds to deposit liability ratio is more than 1:20 as on the date of balance sheet;

No

(b) whether the company has complied with the prudential norms on income recognition and provisioning against sub-standard/default/loss assets;

Yes

(c) whether the company has adequate procedures for appraisal of credit proposals/requests, assessment of credit needs and repayment capacity of the borrowers;

Yes

(d) whether the repayment schedule of various loans granted by the nidhi is based on the repayment capacity of the borrower and would be conducive to recovery of the loan amount;

Not Applicable

(xiv) if the company is dealing or trading in shares, securities, debentures and other investments, whether proper records have been maintained of the transactions and contracts and whether timely entries have been made therein; also whether the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act;

Yes

(xv) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

No

(xvi) whether term loans were applied for the purpose for which the loans were obtained;

Not Applicable

(xvii) whether the funds raised on short-term basis have been used for long term investment and vice versa; If yes, the nature and amount is to be indicated.

No

(xviii) whether the company has made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act and if so whether the price at which shares have been issued is prejudicial to the interest of the company;

No

(xix) whether securities have been created in respect of debentures issued?

No

(xx) whether the management has disclosed on the end use of money raised by public issues and the same has been verified;

Not Applicable

(xxi) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

No

FOR AGARWAL MAHESH KUMAR & CO. CHARTERED ACCOUNTANTS

PLACE : KOLKATA (CAMP) DATED : 29.05.2014 [CA. M.K. AGARWAL] PROPRIETOR

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Mar 31, 2012

We have audited the attached Balance Sheet of CINDRELLA FINANCIAL SERVICES LIMITED :: KOLKATA as at 31st March, 2012 and 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.

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 opin- ion.

As required by the Companies (Auditor's Report) Order, 2003 (amended 2005) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure, a Statement on the matters specified in paragraph 4 and 5 of the said order. We further report that in Annexure "A".

Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the informations and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit.

2. In our opinbn, proper books of account as required by law have been kept by the Company so far as appears from our examinations of those books.

3. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of account.

4. In our opinion, the Balance Sheet and Profit & 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, 2011 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.

6. In our opinion and to the best of our information and according to explanations given to us, 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 case of Balance Sheet of the state of affairs of the Company as at 31st March, 2012; and

ii) In case of Profit & Loss Account of the Profit of the Company lor the year ended on that date.

As required by the Companies ( Auditor's report) Order, 2003 ( as amended in 2005) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checking of the books and records of the company as we consider appropriate and the information's and explanations given to us in course of audit, we report that:

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(c) if a substantial part of fixed assets have been disposed off during the year, whether it has affected the going concern;

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management;

(b) are the procedures of physical verification of inventory followed by the manage- ment reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) (a) has the company either granted or taken any loans, secured or unsecured to/ from companies, firms or other parties covered in the register maintained under section 301 of the Act. If so, give the number of parties and amount involved in the transactions.

(b) whether the rate of interest and other terms and conditions of loans given or taken by the company, secured or unsecured, are prima facie prejudicial to the interest of the company;

(c) -whether payment of the principal amount and interest are also regular;

(d) if overdue amount is more than one lakh, whether reasonable steps have been taken by the company for recovery/payment of the principal and interest;

(iv) is there an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and fqr the sale of goods. Whether there is a continuing failure to correct major weaknesses in internal control;

(v)(a) whether transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) whether each of these transactions have been made at prices which are reason- able having regard to the prevailing market prices at the relevant time;

(This information is required only ri case of transactions exceeding the value of five lakh rupees in respect of any party and in any one financial year).

(vi) in case the company has accepted deposits from the public, whether the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board whether the same has been complied with or not? Not Applicable

(vii) in the case of listed companies and/or other companies having a paid-up capital and reserves exceeding Rs.50 lakhs as at the commencement of the financial year concerned, or having an average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, whether the company has an internal audit system commensurate with its size and nature of its business;

(viii) where maintenance of cost records has been prescribed by the Central Govern- ment under clause (d) of sub-section (1) of section 209 of the Act, whether such accounts and records have been made and maintained; -

(ix) (a) is the company regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities and if not, the extent ot the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) in case dues of sales tax/income tax/custom tax/wealth tax/excise duty/cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending may please be mentioned.

A mere representation to the Department shall not constitute the dispute).

(x) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the financial year immediately preceding such financial year also;

(xi) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

(xii) whether adequate documents and records are maintained in cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; If not, the deficiencies to be pointed out.

(xiii) whether the provisions of any special statute applicable to chit fund have been duly complied with? In respect of nidhi/ mutual benefit fund/societies:

(a) whether the net-owned funds to deposit liability ratio is more than 1:20 as on the date of balance sheet;

(b) whether the company has complied with the prudential norms on income recogni- tion and provisioning against sub-standard/default/loss assets;

(c) whether the company has adequate procedures for appraisal of credit proposals/ requests, asssssment of credit needs and repayment capacity of the borrowers;

(d) whether the repayment schedule of various bans granted by the nidhi is based on the repayment capacity of the borrower and would be conducive to recovery of the loan amount;

(xiv) if the company is dealing or trading in shares, securities, debentures and other investments, whether proper records have been maintained of the transactions and contracts and whether timely entries have been made therein; also whether the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act

(xv) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

(xvi)whether term loans were applied for the purpose for which the loans were obtained;

(xvii) whether the funds raised on short-term basis have been used for long term investment and vice versa; If yes, the nature and amount is to be indicated;

(xviii) whether the company has made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act and if so whether the price at which shares have been issued is prejudicial to the interest of the company;

(xix) whether securities have been created in respect of debentures issued?

(xx) whether the management has disclosed on the end use of money raised by public issues and the same has been verified;

(xxi) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

PLACE : KOLKATA (CAMP) FOR AGARWAL MAHESH KUMAR & CO.

DATED : 14.05.12 CHARTERED ACCOUNTANTS

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Mar 31, 2011

We have audited the attached Balance Sheet of CINDRELLA FINANCIAL SERVICES LIMITED :: KOLKATA 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 the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditor's Report) Order, 2003 (amended 2005) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure, a Statement on the matters specified in paragraph 4 and 5 of the said order. We further report that in Annexure "A". Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the information's and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

3. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of account.

4. In our opinion, the Balance Sheet and Profit & 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, 2011 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.

6. In our opinion and to the best of our information and according to explanations given to us, 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 case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011; and

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

(To the Auditors' Report) Annexure referred to in paragraph (3) of our Report of even date

As required by the Companies (Auditor's Report) order, 2003 (as amended in 2005) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checking of the books and records of the company as we consider appropriate and the information and explanation given to us during the course of audit, we report that:

(i) In respect of Fixed Assets

(a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification;

(c) In our opinion and according to the information and explanations given to us the company has not made any substantial disposals during the year that would affect the going concern.

(ii) The company is basically a finance company hence the question of physical verification of inventory and maintenance of records for inventory does not arise. Hence the paragraph 4(H) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(iii) (a) The company granted any loans, secured or unsecured to companies, firms or other parties cove- red in the register maintained under section 301 of the Act to Cinderella Hotels Ltd. amounting to Rs.400, 000 and the same squared off during the year, and

(b) according to the information provided to us, the rate of interest and other terms and conditions of loans given by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(c) the receipt of the principal amount and interest were also regular; and

(d) In our opinion there were no such cases of loans where the overdue amount is more than rupees one lakh, reasonable steps have been taken by the Company for recovery of principal and interest.

(e) the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) As the Company has not taken any loan the condition that "the rate of interest and other term and conditions of such loans taken by the Company, secured or unsecured, are not prima facie prejuflicial to the interest of the Company" is not applicable.

(g) In our opinion, as no loan has been taken there is no question of re-payment of the principal amount and interest on a regular basis.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and shares and securities held as stock in trade and for the sale of services. We have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a). According to the information and explanation given to us, we are of opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered in the register maintained under the section.

(b). In our opinion and according to the information and explanation given to us the transactions made in pursuance of the contracts or an agreements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5.00 Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Sec. 58A & 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under Audit.

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

(viii) As per our information, the Company is not required to maintain cost records as prescribed by the Central Govt, under clause (d) of sub-section (1) of section 209(1) (d) of the Companies Act, 1956.

(ix) (a). According to the records of the Company the Company has been regular in depositing with appropriate authorities, undisputed statutory dues including Income Tax and other statutory dues. (b). According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2011 for a period of more than six month from the date they become payable.

(c). According to the information and explanation given to us, there are no such statutory dues which have not been deposited on account of any dispute as at 31st March, 2011.

(x) In our opinion, the accumulated losses of the Company are more not than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has no outstanding dues of any financial institution or banks or debenture holder, therefore the clause (xi) of the Para 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xii) According to the information and explanation given to us the Company has not given any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

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

(xiv) Based on our examination of the records and evaluation of the related internal controls, the company has maintained proper records of transactions and contract in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name, except to the extent of the exemption granted under section 49 of the Companies Act,1956.

(xv) As per the information and explanation given to us the Company has not given any guarantee for loans taken by others from any bank or financial institution.

(xvi)in our opinion and according to the explanations given to us the Company has not taken any fresh term loans during the year under review. The term loans obtained in earlier years have been applied for the purpose for which it was raised.

(xvii) According to the information and explanation given to us the Company has not used any short terms funds for long term investment and vice-versa.

(xviii) During the year the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act, 1956.

(xix)The Company has not issued any debentures and hence clause 4(XIX) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xx) During the year covered by our report the Company has not raised any money by the way of Public issue.

(xxi) According to the information and explanation given to us no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR AGARWAL MAHESH KUMAR & CO.

CHARTERED ACCOUNTANTS

PLACE: KOIKATA (CAMP)

DATED: 14.05.11 [CA M.K. AGARWAL]

PROPRIETOR

M.No : 054394

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Mar 31, 2010

We have audited the attached Balance Sheet of CINDRELLA FINANCIAL SERVICES LIMITED :: KOLKATA as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to xpress an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors Report) Order, 2003 (amended 2005) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure, a Statement on the matters specified in paragraph 4 and 5 of the said order. We further report that in Annexure "A".

Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the informations and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

3. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of account.

4. In our opinion, the Balance Sheet and Profit & 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, 2010 and taken on record by Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as 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 explanations given to us, 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 case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010; and ii) In case of Profit & Loss Account of the Profit of the Company for the year ended on that date.

ANNEXURE - "A"

(To the Auditors Report) Annexure referred to in paragraph (3) of our Report of even date

As required by the Companies (Auditors Report) order, 2003 (as amended in 2005) issued by the Central Govern- ment in terms of Section 227(4A) of the Companies Act, 1956. and on the basis of such checking of the books and records of the company as we consider appropriate and the information and explanation given to us during the course of audit, we report that :

1. In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b.The fixed assets have been physically verified by the management in accordance with a phased program of verification, which in our opinion is reasonable considering the size of the Company and nature of its business. No material discrepancies were noted on such physical verification.

c.In our opinion and according to the information and explanations given to us the company has not made any substantial disposals during the year that would affect the going concern.

2.The company is basically a finance company hence the question of physical verification of inventory and maintenance of records for inventory does not arise. Hence the paragraph 4(II) of the Companies (Auditors Report) Order, 2003 is not applicable.

3. In respect of Loans, Secured or Unsecured, granted or taken by the Company to or from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies act, 1956.

a. The Company has not taken loans from/to, Companies, Firm covered in the register.

b.The rate of interest and other terms and conditions of loans given by the company, secured or unsecured are not applicable in the case of our Company.

c. The servicing of principal amount and interest thereon is not applicable in the case of our company.

d. Since no loan were given/taken the overdue amount is not more than rupees one lakh, hence no reasonable steps for the recovery of interest or the principal amount needs to be taken by the company.

e. The company has not taken any loans, secured or unsecured to companies, firms or parties covered in the register maintained under section 301 of the Act.

f. As the Company has not taken any loan the condition that "the rate of interest and other term and conditions of such loans taken by the Company, secured or unsecured, are not prima facie prejudicial to the interest of the Company" is not applicable.

g. In our opinion, as no loan has been taken there is no question of payment of the principal amount and interest on a regular basis.

4. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and shares and securities held as stock in trade and for the sale of services. We have not observed any continuing failure to correct major weaknesses in internal control.

5. a. According to the information and explanation given to us, we are of opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under the section.

b. In our opinion and according to the information and explanation given to us the transactions made in pursuance of the contracts or an agreements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 Lakhs in respect of any party during the year have 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 public and hence directives issued by the Reserve Bank of India and the provisions of Sec. 58A & 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under Audit.

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

8. As per our information, the Company is not required to maintain cost records as prescribed by the Central Govt. under section 209(1) (d) of the Companies Act, 1956.

9. a. According to the records of the Company the Company has been regular in depositing with appropriate authorities, undisputed statutory dues including Income Tax and other statutory dues.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2010 for a period of more than six month from the date they become payable.

c. According to the information and explanation given to us, there are no such statutory dues which have not been deposited on account of any dispute as at 31st March, 2010.

d. In our opinion, the accumulated losses of the Company are more not than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

10. In our opinion and according to the information and explanations given to us the company has no outstanding dues of any financial institution or banks or debenture holder, therefore the clause (xi) of the para 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

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

12. In our opinion, the Company is not chit fund or a Nidhi or a mutual benefit fund/society, therefore the provisions of clause 4(XIII) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. Based on our examination of the records and evaluation of the related internal controls, the company has maintained proper records of transactions and contract in respect of its dealing in shares, securities, deben- tures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name, except to the extent of the exemption granted under section 49 of the Companies Act,1956.

14. As per the information and explanation given to us the Company has not given any guarantee for loans taken by others from any bank or financial institution.

15. In our opinion and according to the explanations given to us the Company has not taken any fresh term loans during the year under review. The term loans obtained in earlier years have been applied f or the purpose for which it was raised.

16. According to the information and explanation given to us the Company has not used any short terms funds for long term investment and vice-versa.

17. During the year the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any debentures and hence clause 4(XIX) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

19. During the year covered by our report the Company has not raised any money by the way of Public issue.

20. According to the information and explanation given to us no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR AGARWAL MAHESH KUMAR & CO. CHARTERED ACCOUNTANTS PLACE: KOLKATA (CAMP) DATED: 29.05.10 [CA M.K. AGARWAL] PROPRIETOR M.No : 054394