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Auditor Report of Generic Engineering Construction and Projects Ltd.

Mar 31, 2016

TO

THE MEMBERS,

WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED (the Company)’, which comprise the Balance Sheet as at March 31st 2016, Statement of Profit and Loss of the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matt ejection 134(5) of the Companies Act, 203 (the Act) with respect to the prepare and presentations these financial statements that give a true and fair view of the financial position of financial performance and cash flow 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 responsibilities includes maintenance of adequate counting 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 gratuities selection and application of appropriate accounting policies; making judgment estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting r recovered event to the preparation an presentation of the financial statements that give a true and fair view and are free from mater: al misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based auditor

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclose the financial statements. The precedes elected depend on the auditors judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In seeking the risk assessments, the auditor considers internal financial control relevant to the Company’s profit of the financial statements that give true final view in order to design the procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies use and the reasonableness of the accounting estimates made by Company’s Directors, as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide board of audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required an aggregative fair view in conformity with the accounting principles really accepted in India, of the state of affairs of the Company as at 31 March 206 and its profit and its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirements

1 As required by the Companies (Auditors Report) Orc2016 (the Order)’ issued by the Central

Government of India in terms of -section (I) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

b) in our opinion proper books of account as required by law have been 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 wither this Report are in agreement with the books of account;

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

e) on the basis of the written representations received from the directors as on 31 March 2016 taken record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from the 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 financing report of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B and

g) with respect to the other matters to be included in the Auditors Report in accordance with Rule11 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:

Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors, Report to the members of the Company the financial statements for the year ended 31 March 2016, we report t hat:

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

(b) As explained to us, fixed assets has been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the company does hold any immovable property. Accordingly clause (c) of the order in not applicable.

(ii) (a) As explained to us, inventory has been physically verified during the year by the management reasonable intervals.

(b) In our opinion and on the basis of our examination of records, no discrepancies were notice physical verification of stock by the management at compare to the books records.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability participants other parties covered in the register maintained under Section 189 of the Act, 2013. Thus paragraph 3(iii) of the order is no applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has not made any loans and investments which require compliance of section 185 and 186 of the Act.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any, (the services rendered by the Company.

(vii) (a) According to the information and explanation given to us provident fund, employees state insurance, sales: tax, wealth tax, service tax, duty of customs & duty of excise, value added tax cess are not applicable t (the company. The Company is regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities during the year except professional tax. There were no arrears as at 31st March, 2016 for a provided than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of provident fund, employees state insurance, sales tax, wealth tax, service tax, income tax, duty of customs & duty excise, value added tax outstanding on account of any dispute.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of this is under applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our nation of the records of the Company, the Company has not paid/provided for managerial remuneration. Hence requisite approvals mandated by the provisions of section 197 read with Schedule Y to the Act are not required .

(xi) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xii) According to the information and explanations given to us and based on our examination of the records of the Company, it does not have any transactions with the related parties which require compliance with section 77 and 188 of the Act. Thus paragraph 3(xiii) of the order not applicable.

(xiv) According to the information and explanations give to us and based on our opinion of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on examination of the records of the Company, the Company has not entered into internal transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45 -IA of the Reserve Bank of India Act 1934.

Annexure - B to the Auditors’ Report

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

We have audited the internal financial controls over financial reporting of WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED (the Company)’ as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls on based the internal control over financial reporting criteria established by the Company considering in this components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). The essential presentation include the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the orderly and efficient conduct of its business, including other company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors statutory records and completeness of the accounting records, and the timely preparation of reliable financial information, are require under the Companies Act, 2013 .

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls and financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note)’ and the Standards on Auditing, bys ICAI and deemed to be prescribe under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financials Control both issued by the Institute of Chartered Accountants of India. ''The Boards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance and whether adequate internal financial controls over financial reporting was established and maintains which controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide has been on assurance regarding the reliability of financial reporting and the preparation of financial Maintains internal purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintain records that, in reasonable detail, accurately and fairly reflect the transaction dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permeation of financial statements in accordance with generally accepted accounting principles, and that reports expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely conduct unauthorized acquisition, use, or disposition to the company''s assets that could have a material effect on the financial statement s.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating statements at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Auditor Internal Financial Controls Over Financial Reporting issued by the Institute of Charted Accounts of India.

For Koshal & Associates

Chartered Accountants

Firms registration number: 121233W

SD/-

Koshal Maheshwari

Proprietor

M ember ship number: 043746

Place: Mumbai

Dated: 30.05.2016


Mar 31, 2015

1. We have audited the accompanying financial statements of WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is re sponsible 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 t he financial position, financial performance and cash flows of the Company in accordance with the a ccounting 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 pro vision 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 prude nt; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

4. 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.

5. 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 mate rial misstatement.

6. 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 aIso 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.

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

Opinion

8. In our opinion and to the best of our lnformation and according to the explanations given to us, the aforesaid financial statement s give the information require d 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 Statement of Profit and Loss, of the Profit for the year ended on that date and;

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

Report on Other Legal & Regulatory Requirements

9. As required by the Companies (Auditor's Report ) Order 2015 (“the Order') issued by the Central Govt of India in terms of Sub-Section 11 of Section 143 of the Companies Act,2015, We give in the Annexure a statement on the matters specified in the paragraphs 3 & 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss and the 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, comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

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

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

I. The Company does not have any pending litigation which would impact in financial statement s.

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

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

ANNEXURE TO AUDITORS REPORT FOR THE YEAR ENDED ON 31.3.2015

(Referred to in paragraph 9 of our report of even date)

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

( b ) As explained to us, fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

( ii ) ( a ) As explained to us, inventory has been physically verified during the year by the management at reasonable intervals.

( b ) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

( c ) In our opinion and on the basis of our examination of records, the company is generally maintaining proper records of its inventory. No discrepancies were notices on physical verification of stock by the management at compare to the books records.

( iii ) ( a ) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

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

( c ) In view of our comments in (a) above no further comments are warranted on recovery of principal amounts and interest thereof.

( iv ) In our opinion, there is generally adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory & fixed assets and for the sale of goods and services. There is no continuing failure to correct the major weaknesses in internal control system.

( v ) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public and therefore, directives issued by Reserve Bank of India , the provisions of Section 73 to 76 or any other relevant provision of the Companies Act, and Rules made thereunder are not applicable to the Company.

( vi) The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act.

( vii ) ( a ) According to the information and explanation given to us, provident fund, employees state insurance, sales-tax, wealth tax, service tax, duty of customs & duty of excise, value added tax, cess are not applicable to the company. The Company is regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities during the year except professional tax. There were no arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

( b ) According to the information and explanations given to us, there are no dues of provident fund, employees state insurance, sales-tax, wealth tax, service tax, income tax, duty of customs & duty of excise, value added tax outstanding on account of any dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act,1956 and rules made there under.

(viii ) According to the records of the Company and information and explanation given to us, the company is having accumulated losses at the end of the financial year. The company has not incurred any cash loss during the previous year and immediately preceding financial year.

( ix ) According to the records of the Company and information and explanation given to us, the company has not taken any loan from banks, financial institution nor has issued any debentures during the financial year.

( x ) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions

( xi) The company has not taken any term loan during the year.

( xii ) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For KOSHAL & ASSOCIATES. CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) M. NO.: 043746 Date: 30.05.2015 FRN: 121233W Place: Mumbai


Mar 31, 2014

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2014 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 the auditing standards generally accepted in India. Those standards require that we plan and perform 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares 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 any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN:121233W

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 30.05.2014 M. NO.: 043746 Place: Mumbai


Mar 31, 2013

1. We have audited the accompanying ?nancial statements of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of signi?cant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company’s Management is responsible for the preparation of these ?nancial statements that give a true and fair view of the ?nancial position and ?nancial performance of the Company in accordance with Accounting Standard referred to in sub-section (3C) section 211 of the Companies Act, 1956. (“The Act”) This responsibility includes the design, implementation and maintenance of internal control relevant to the reparation and presentation of the ?nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

3. Our responsibility is to express an opinion on these ?nancial 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 ?nancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ?nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the ?nancial 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 th6 ?nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expression 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 ?nancial statements.

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

BASIS FOR QUALIFIED OPINION

6. Long term investments as stated at cost. Provision for diminution in the value of long term investment is made only if such a decline is other than temporary. In the absence of ?nancial statement of the companies as speci?ed in Note No.7, we are not able to determine whether any adjustments might be necessary in Non-current Investment and Reserve & Surplus.

7. Unquoted shares held as stock in trade are stated at cost instead of lower of cost and net realizable value. In the absence of ?nancial statement of the unquoted companies, we are not able to determine whether any adjustment might be necessary in current assets and reserve & surplus.

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid ?nancial 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 31st March, 2013

b) in the case of the Pro?t and Loss Account, of the loss of the Company for the year ended on that date.

c) in case of Cash Flow Statement, of the cash ?ows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of section 227(3) of the Act, we give in the Annexure a statement on the matters speci?ed in paragraphs 4 and 5 of the Order.

10. 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 it appears from our examination of those books.

c. The Balance Sheet and Statement of Pro?t and Loss and cash ?ow statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet and Statement of Pro?t and Loss and cash ?ow statement comply with the Accounting Standards referred to in sub section (3C) of section 211of the Act.

e. On the basis of written representations received from the directors as on 31st March,2013, and taken on record by the Board of Directors, none of the directors is disquali?ed as on 31st March, 2013 from being appointed as a director in terms of section 274 (1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans during the year from companies, ?rms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. However the loan of Rs.25,38,786/- is payable to two companies as year end balance which was taken in earlier year.

(f) & (g) No terms and conditions as regards to repayment of loan and interest is stipulated.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares 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 any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN:121233W

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 30.05.2012 M. NO.: 043746 Place: Mumbai


Mar 31, 2012

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2012 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 the auditing standards generally accepted in India. Those standards require that we plan and perform 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares 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 any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 2nd August, 2012 M. NO.: 043746 Place: Mumbai


Mar 31, 2011

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2011 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 the auditing standards generally accepted in India. Those standards require that we plan and perform 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares 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 any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 2nd August, 2012 M. NO.: 043746 Place: Mumbai

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