Auditor Report of Divinus Fabrics Ltd.

Mar 31, 2016

1. Report on the Financial Statement

We have audited the accompanying financial statements of Divinus Fabrics 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.

2. Management’s Responsibility for the financial statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

4. Opinion

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

(a) In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2016,

(b) In the case of Statement of Profit and Loss, of the PROFIT for the year ended on that date.

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

5. Report on other legal and regulatory requirements

i) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ii) 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 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 written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 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-B.

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 does not have any pending litigations which would impact its financial Position.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

“ANNEXURE A” TO THE AUDITOR’S REPORTS TO THE MEMBERS OF DIVINUS FABRICS LIMITED FOR THE YEAR ENDING 31^st MARCH 2016

Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the financial statements of the company for the year ended March 31, 2016;

i. In respect of its fixed Assets:

(a)There are no fixed assets in the company.

ii. In respect of its inventories:

As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. Transactions with parties’ u/s 189 of the Companies Act, 2013

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. Accordingly, the provisions of clause 3(iii) are not applicable to the Company.

iv. Section 185 and 186 of the Companies Act, 2013

In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

v. Deposits accepted from the public

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi. Maintenance of Cost records

We have been informed that the company is not required to maintain cost records which are specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013, in respect of the activities carried on by the company.

vii. Statutory dues

a. According to information and explanation given to us and on the basis of our examination of the books of account and record, the company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income tax, Service Tax, cess and other statutory dues with the appropriate authorities during the year.

According to information and explanations given to us, no undisputed amount payable in respect of above were in arrears, as at 31^st March 2016 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income tax, Service Tax outstanding on account of any dispute.

viii. Repayment of dues of financial institution or bank etc

In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions and banks and has not issued any debentures.

ix. Issue of IPO

Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to Company.

x. Fraud

Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

(i) Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

(ii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(iii) Related Party Transactions

In our opinion, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(iv) Preferential Allotment

Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(v) Non-Cash Transaction with Directors

Based upon the audit procedures performed and the information and explanation given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly the provisions of clause 3 (xv) of the Order are not applicable to the Company.

(vi) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For Sudhir Agarwal Associates

Chartered Accountants

FRN: 509930 C

Sd/-

Amit Kumar Place: New Delhi

(Partner) Date: 30^th May 2016

Membership No. 509930

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Mar 31, 2015

We have audited the accompanying financial statements of Divinus Fabrics Limited ( Formerly known as Avishkar Finance Company Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and 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.

2. Management's Responsibility for the Standalone Financial Statement

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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

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

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

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

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

4. Opinion

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

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

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

c. its cash flow for the year ended on that date;

5. Report on other Legal and Regulatory Requirements

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

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

(a) We have 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, 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except otherwise provided in the financial statement.

(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 & Auditor) Rules,2014, In our opinion and to the best of our Information and according to the explanations given to us:

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

II. The company did not have any long term contract including derivative contracts for which there were any material foreseeable losses.

Annexure to the Auditors' Report

[Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of Divinus Fabrics Limited (Formerly known as Avishkar Finance Company Limited) on the accounts of the company for the year ended 31st March, 2015]

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

(a) There are no fixed assets in the company.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii ) of the Order is not applicable.

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

(v) The company has not received any public deposits during the year.

(vi) The Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company. Accordingly this clause is not applicable to company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no amounts which required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there-under.

(viii) The company have no accumulated losses at the end of financial year, which is less than 50% of its net worth. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) Based on our audit procedures and on the information given by the management , We report that the company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge 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.

For Sudhir Agarwal Associates

Chartered Accountants

FRN: 509930 C

Sd/-

Amit Kumar Place: New Delhi

(Partner) Date: 30th May 2015

Membership No. 509930

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Mar 31, 2013

We have audited the accompanied financial statements of "Avishkar Finance Company Limited" which comprises the Balance Sheet as at 31st March 2013 and the Statement of Profit and Loss for the year ended on that date 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 of the Company in accordance with the Accounting Standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 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 statement. 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 procedure 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 said financial statements give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure-1, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

(iii) The Balance Sheet and Statement of Profit and Loss dealt with by this report are in Agreement with the books of account;

(iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

(vi) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956; nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE-1 TO THE AUDITORS'' REPORT

(Report in terms of paragraph 4 of Companies (Auditor''s Report) Order, 2003)

(i) (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 and if so, the same have been properly dealt with in the books of account;

(c) No substantial part of fixed assets have been disposed off during the year, which can affect the going concern status;

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

(b) Procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business

(c) The company is maintaining proper records of inventory and no any material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Not applicable to the company, as explained at clause (a) above.

(c) Not applicable to the company, as explained at clause (a) above.

(d) Not applicable to the company, as explained at clause (a) above.

(e) The company has not taken any loans, secured or unsecured form companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, clauses (iii) (e), (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable to the company for the current year; and

(f) Not applicable to the company, as explained at clause (e) above.

(g) Not applicable to the company, as explained at clause (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal

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

(viii) No records are required to be maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

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

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and Cess were in arrears, as at 31.03.2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and Cess, which have not been deposited on account of any dispute.

(x) In our opinion, the company has no accumulated losses at the end of the financial year and it has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.In our opinion the matters specified in the clause has been arrived at after considering the effect of the quantified qualifications on the figures of accumulated losses, net worth and cash losses and that the effect of un-quantified qualifications has not been taken into consideration for the purposes of making comments in respect of this clause.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations 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.

(xiii) In our opinion, the company is not a chit fund or a nidhi, 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) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the Company has not taken any term loans during the year under audit.

(xvii) 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 the no funds, if any, raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debenture.

(xx) The Company has not raised money by way of public issues during the year under audit.

(xxi) Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

FOR: SINGH AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN-004702C Place: Lucknow Date: 20.05.2013

Sd/- (MUKESH KUMAR AGARWAL) PARTNER M. No. 073355

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Mar 31, 2012

We have audited the attached Balance Sheet of "Avishkar Finance Company Limited", as at 31st March 2012 and also the Profit and Loss account for the period 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 statement. 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure-I, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion proper books of account as required by law have been Wept by the company so far as appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standard, referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub-section (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 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

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

c) In the ease of the Cash Flows Statements of the cash flows of the company for the year ended on that date.

ANNEXURE-1 TO THE AUDITORS'' REPORT

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

(i) (a) The company docs not have any fixed assets.

(b) Not applicable to the company as explained at clause (a) above.

(c) Not applicable to the company, as explained at clause (a) above.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

(b) Procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no any material discrepancies were noticed on physical verification.

(iii) (a) As explained to us, the company had neither taken nor granted any loans, secured or unsecured, to or from any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable to the company, as explained at clause (a) above.

(c) Not applicable to the company, as explained at clause (a) above.

(d) Not applicable to the company, as explained at clause (a) above.

(e) The company has not taken any loans, secured or unsecured form companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, clauses (iii) (e), (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable to the company for U e current year; and

(f) Not applicable to the company, is explained at clause (e) above.

(g) Not applicable to the company, is explained at clause (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Act during the year that need to be entered in the register maintained under that Section. Accordingly clause (v) (b) of paragraph 4 of the Order is not applicable to the company for the current year.

(b) In our opinion and according to the information and explanations given to us. the transactions made in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of an f party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii) It has been explained to us that the maintenance of cost records has not been prescribed under section 209(1) (d) of the Companies Act, 1956.

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

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and Cess were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and Cess, which have not been deposited on account of any dispute.

(x) In our opinion, the company has no accumulated losses at the end of the financial year and it, has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

In our opinion the matters specified in the clause has been arrived at after considering the effect of the quantified qualifications on the figures of accumulated losses, net worth and cash losses and that the effect of unquantified qualifications has not been taken into consideration for the purposes of making comments in respect of this clause.

(xi) Based on our audit procedures and at cording to the information and explanations given to us, we arc of the opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations given to us. the company has not granted 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 a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) Ihe company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debenture and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the Company has not taken any term loans during the year under audit.

(xvii) 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 the no funds, if any, raised on short-term basis have been used for Iong-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debenture.

(xx) The Company has not raised money by way of public issues during the year under audit.

(xxi) Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

For Singh Agarwal & Associates Chartered Accountants

Place: Lucknow Date: 09.06.2012

(Mukesh Agarwal) Partner (M. No. 073355)

---

Mar 31, 2011

We have audited the attached Balance sheet of "Avishkar Finance company Limited". as at 31" March 2011 and also the Profit and Loss account for the period ended on that date annexed thereto. These Financial statements are file 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. These Standards- require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement An audit include-, examining. on a test basis evidence supporting die amounts and disclosures in the financial statement An audidt also includes assessing the accounting principles used jnJ significant estimaies made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for L;ur Opinion.

As required by the Contpanies (Auditor"s Report) Order. 2003 issued by the Central Government of India in terms of sub-section (4A> of section 227 of the Companies Act. 1956. we enclose in the Annexure-1 a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purposes oJ our audit;

ii) In our opinion proper books of account as required by law have been kept by the coin party so far as appear from our examination those books,

iii) The Balance sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account:

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply With the accounting standards referred to in Sub-Section {3C) of section 211 of file Companies Act. 1956:

v) On the basis cf written representations received from the directors, as on 31" March 2011,and taken on record by the Board of Director, we report that none of the directors is disqualified as on 31" March 2011 EE front being appointed as a Director in terms of clause (g) of sub-section (E j of section 274 of the Companies Act, 1956;

In our opinion and to file best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 195b. 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 ease of the Balance Sheet, of the state of affair of die Company as at 31* March, 201 I; and

b) In the case o f the Profit and Loss Account, of the profit for the year ended on the date.

ANNEXURE to the auditors' report

Referred to in paragraph 3 of our report n£ even date}

A) The company Is maintaing proper records showing ful 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 discrcpantics were noticed on such verification and it' so. The same nave been properly dealt with in the bonks of account;

C) No substantial part of fixed assets have been disputed off during the year, which can affect the going concern status;

ii. a. Physical verification of inventory has been Conducted at reasonable Intervals by the management. In our opinion, the frequency nr" verifiacation is reasonable.

b. procedure of physical verification of Inventor, followed by the management is reasonable And adequate In relation to the size of the Company and the nature of its husi ness

c. The company is maintaining proper records of inventory and no any material discrepancies were noticed on physical verification.

iii. a. As explained to us. the company had neither taken not granted any loans, secured or unsecured. To or from any companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) Not applicable lo the company, as explained at clause (a) above.

c) Not applicable to the company. as explained ill clause a above,

d) Not applicable to the company, as explained at clause above

(c) The company has noE taken any loans, secured or unsecured form companies, firms ut other parties covered in the register maintained under section 301 of the Act Accordingly, clauses (iii)

(e), (iii) (I) and (ii) (g) of paragraph -1 of the order are not applicable Lo lhe Company for thu current! year; and

(f) Not applicable to the company, as explained aat clause (e) above.

(g) Not applicable to The company, as explained at clause (e) above.

(iv) In out opinion and according to the information and explanations given lo us. there are adequate internal control procedures commensurate with the size of the company sud the nature Of its business with Tegurd tu purchases of inventory and fixed assets. if any During the course at our audit, we have not observed any containing failure to correct major weaknesses : in internal controls

(a) In our opinion and according lo tje information and explanations given te us, there are no contracts or arrangements referred to in Section 301 of the Act during lhe year that need lo be entered in the register maintained under that Section Accordingly clause (v) of paragraph t of the Order is not applicable to the company for the current year

(b) En our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts of managemenst entered in The register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakhs hi respect of any party during the year hove been made at prices which are reasonable having regard 1o prevailing market prices aL the relevant Lime,

(vi) In our opinion and according to the information and exoplanations given to us. the Company has not accepted any deposits from the public. No has been passed by the Company Low Board or National company Law Tribunal or Reserve Bank of India or any court or any other tribunal

(vii) in our opinion the Company has an internal audit system commensurate with the size and nature of its business

(viii) It has been explained In as that the maintenance of cost records has not been prescribed tinder section 209(1) (d)of the Companies Act. 1956.

v) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance. income tax. sales Tax. weatlh tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to uS, no undisputed amounts payable in respect of income tax, wealth tax, sales tax service tax, custom duly excise duty and cess were in arrears, as at 31, 03,2011 for a period of more than six months from the date they became payable.

(e) Aocording to the information and explanations given 10 us, there are no dues of sales tax, income tax. Custom duty, wealth tax, service tax, excise duty and Cess, which have not been deposited on account of any dispute

(x)1 In our opinion, the company has no accumulated losses a1 the end of the financial year and ithas not incurred cash lasses during the financial year covered by our audit and the Immediately preceding financial year.

In nur opinion the matters specified in the clause has been arrived at after considering the effect of the quantified qualification on the figures of accumulated Susses. net worth and cash losses and that the effect of on-quanliHcd qua! i fical ions has not been taken into consideration for the purposes of making comments in respect of this clause.

(xi) Based on out audit procedures find according to the iniomration and explanations given to us. we are of the opinion, the company has not defaulted in repayment of dues lo a financial institution bank or debenture holders.

(xii) In our opinion and according, to the Information nrtd explanation given to us, the company has not grunted loans and advances on rhe basis of security by way of pledge of shares, debentures and other securities

(xiii) In out opinion, the company is nut 11 chit fund or a nidhi, mutual benefit fund society Therefore, tbe provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

The company has maintaines proper records of transaction and contracts in respect of tradingin shares, securities, debentures and other investments and timely entries have been made therein, Ml shars debentures and other investments have been held by lhc company in its i own name.

(xv) According to the information and explanations given to us the company not given guarntees for loans taken by others from tranks or financial institutions,

(xvi) In our opinion, the company has not taken any term loans during the year under audit.

(xvii) According to lhc inforamtion and explanations given to usr and on an overall examination of the balance sheet of the company, we are of the opinion that the no Lunds, if any, raised onshort-trim basis have been used for long-term investment

(xviii) According to the information ion and explanations given to us the com pony has not made any preferential allotment of shares to paities And companies covered in the register maintaines under section 301 of the Act.

(xix) According to the information and explanations given to us during the period covered by our audit report the company had not issued any debenture.

(xx) The company has not raised money by way of public iiiues during the year under audit.

Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit, that causes the financial statements (o be materially miss lilted.

For Singh Agarwal & Associates Chartered Accountants

Place:Lucknow (Mukesh Kumar A garwa) Date:03.09.2011 Partner (M. No. G73355)