Auditor Report of Goenka Business & Finance Ltd.

Mar 31, 2016

To

The Shareholders of

GOENKA BUSINESS AND FINANCELIMITED

Report on Financial Statements

We have audited the accompanying financial statements of GOENKA BUSINESS AND FINANCELIMITED, which comprise the Balance Sheet as at 31^st March, 2016 and the 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

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

Auditor’s Responsibility

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

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

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

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

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

Opinion

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

i) In case of Balance Sheet, of the state of affairs of the company as at 31^st March 2016;

ii) In case of Statement of Profit & Loss, of the profit for the year ended on that date; and

iii) In case of Cash Flow Statement, of the cash flowsfor the year ended on that date. Report on Other Legal and Regulatory Requirements

1. 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 said Order.

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

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

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

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

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

e) The observation of financial transactions does not reveal any matter which has any adverse effect on the functioning of the company.

f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

g) 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”.

h) 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 in its financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses. However, company does not enter into any long-term contracts including derivative during the specified period;

iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund.

(i) In respect of fixed assets: -

a. As per information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b. According to information and explanation given to us, fixed assets of the Company has been physically verified by its management once during the year which is reasonable having regard to size of business and nature of fixed assets. We have been informed that no material discrepancies have been noticed by the management on such verification.

c. According to information and explanation given to us, the company does not hold any immovable property during the period dealt with by this report.

(ii) As per information and explanation given to us, physical verification of inventories has been conducted once at the end of year which in our opinion is reasonable having regard to size and nature of business and we have been informed that no material discrepancy was noticed on physical verification.

(iii) 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 granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses 3(iii)(a) to (c) of the order are not applicable to the Company.

(iv) According to information and explanations given to us, the Company has complied with the provisions of Section 185 of the Companies Act, 2013. However, the company has not passed special resolution of members in respect of loans, investments, guarantees and security given above the limit as prescribed under section 186 of the Companies Act, 2013 and accordingly has not complied with such provisions;

(v) According to information and explanations given to us, the Company has not accepted public deposits and hence the provision of section 73 to 76 or other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable;

(vi) According to information and explanations given to us, the Company is not liable to maintain cost records as prescribed under section 148(1) of the Companies Act, 2013;

(vii) In respect of timely deposit of statutory dues as applicable to Company: -

a. The company is generally regular in payment of its undisputed statutory dues such as Income Tax, Provident Fund, Wealth Tax, Service Tax and other statutory dues as applicable, to the appropriate authorities. There are no statutory dues outstanding as at March 31, 2016 for a period of more than six months from the date on when they became payable; and

b. According to information and explanations given to us, there is no outstanding statutory dues on the part of Company which is not deposited on account of dispute.

(viii) According to information and explanation given to us, the company has not defaulted in repayment of loans or borrowings to any bank, government or dues to debenture-holders;

(ix) According to information and explanation given to us, the company has not raised any money by way of initial public offer during the period covered by this report. Hence, requirement of sub- clause (ix) of the order are not applicable;

(x) During the course of our examination of books of accounts and according to information and explanation given to us, no fraud on or by the company has been noticed or informed during the year.

(xi) According to information and explanations given to us, the Company has not paid any managerial remuneration during the year;

(xii) 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.

(xiii) In our opinion, all 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.

(xiv) According to information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review;

(xv) According to information and explanations given to us, the Company has not entered into non- cash transactions with directors or persons connected with him;

(xvi) In our opinion, the company is registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of sub- clause (xvi) of the Order are applicable to the Company.

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

We were engaged to audit the internal financial controls over financial reporting of Goenka Business and Finance Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:-

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Disclaimer of Opinion

According to the information and explanation given to us, the Company has not established its internal financial control over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2016.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company, and the disclaimer does not affect our opinion on the standalone financial statements of the Company.

ForAlok Sinhal & Co.

Chartered Accountants

Firm Regn. No. 013811N

Sd/-

Shailendra Kumar Mishra

Partner

Membership No. 517253

Place: New Delhi

Date: 12/08/2016

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Mar 31, 2015

We have audited the accompanying financial statements of Goenka Business & Finances Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year then ended and the Cash Flow Statement 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 matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Compani and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 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 effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the department of company affairs, in terms of sub section 11 of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 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 purpose of our audit;

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

(c) The Balance Sheet, Statement of Profit and Loss and 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 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 litigations which would impact its financial position;

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

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

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 "M/S. GOENKA BUSINESS & FINANCE LIMITED" 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) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management 1 during the year in accordance with the phased programme of verification adopted

by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) As per schedule II of Companies Act,2013, the useful life remaining of the opening Fixed assets standing] in the books is nil, so all those Fixed Assets have been written off during the year amounting to Rs. 9445/-.

(ii)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.

(Hi) 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 granted unsecured loans to 14 companies, 11 other patties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(b) The principal amounts and interest are being received regularly as per stipulations.

(c) As the ordinary course of business of the company is that of financing loans and advances, so there is no scenario of any overdue amount.

(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, financing loans & advances and interest there upon 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. In the internal audit report given by the internal auditor M/s. Shah Ravi & Co. there was no qualification, reservation or adverse remark or disclaimer in the report.

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

(vi) As informed to us, 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. '

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

(viii) The company does not have the accumulated losses at the end of financial year. 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]g the year.

(xi) 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 KAGARWAL & CO.

Chartered Accountants

ICAI Firm Registration: 306104E

Sd/-

CA DEEPAK KUMAR AGARWAL

Partner

Membership Number: 062093

Place of Signature: Kolkata

Date: 28.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. GOENKA BUSINESS & FINANCE LIMITED which comprise the balance sheet as at 31 March 2014, the statement of profit and loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13th September 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

Auditor's Responsibility

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

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

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014; and

(ii) in the case of the statement of profit and loss, of the Profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

A in our opinion, the Balance Sheet and the Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. 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.

The Annexure referred to in our report to the Members of M/s. GOENKA BUSINESS & FINANCE LIMITED ("the Company") for the year ended 31st March, 2014.

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

a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy have been noticed on such verification. No asset is sold or revalued during the year.

b) The Stock of Inventory (Stock in trade) has been physically verified during the year by the < Management at reasonable intervals. In our opinion the procedure of Physical Verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. No discrepancy was noticed on Physical Verification of Stock as compared to Book records.

c) The Company has neither granted nor taken any loan, secured or unsecured, to/from the Companies, firms or other parties covered in the Register maintained U/s. 301 of the Companies Act, 1956.

d) In our opinion there is adequate internal control system 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/services.

e) As per records examined and information provided to us, there was no such contract or arrangement as referred to in section 301 of the Act that need to be entered in the Register required to be maintained under that Section.

f) The Company has not accepted any deposit from the Public.

g) In our opinion the Company has an Internal Audit System commensurate with its size and the nature of its business.

h) Maintenance of cost records by the class of this Company is not required U/s. 209(1 )(d) of the Act.

i) The Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor's Education and Protection Fund, Employees* State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues with the Appropriate Authority, as far as applicable.

j) The Company has not incurred cash losses during the financial year and in the immediately preceding financial year. There is accumulated loss at the end of the Financial Year.

k) The Company had no dues to any manically Institution or Bank. There is no Debenture Holder.

1) The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures or other securities.

m) The Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society.

n) In respect of shares, securities, debentures and other investments, the Company has maintained proper records of the transactions and contracts and timely entries have been made therein. Those shares, securities, debentures and other investments are held in the name of the Company as far as applicable.

o) The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

p) The Company has not obtained any term loan during the year.

q) No fund raised on short term basis was utilized for long term investment by the Company during the financial year,

r) The Company has not made any Preferential Allotment of Shares to parties and Companies covered in the Register maintained U/s. 301 of the Act.

s) The Company has not issued any debenture,

t) No Public issue was made by the Company during the year.

u) During the checks carried out by us, no fraud on or by the Company was noticed or reported during the year under Report.

For 0. P. TULSYAN & CO.

CHARTERED ACCOUNTANTS

Firm's Regn. No. 500028N

Sd/- A. K. Bharuka

Place : Kolkata. (A. K. BHARUKA)

PARTNER

Date : 30th May, 2014. M. No, 05173611

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Mar 31, 2013

We have audited the accompanying financial statements of M/s. GOENKA BUSINESS & FINANCE LIMITED which comprise the balance sheet as at 31 March 2013, the statement of profit and loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013; and

(ii) in the case of the statement of profit and loss, of the Profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of

India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

f. 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.

The Annexure referred to in our report to the Members of M/s. GOENKA BUSINESS & FINANCE LIMITED ("the Company") for the year ended 31st March, 2013.

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

a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy have been noticed on such verification. No asset is sold or revalued during the year.

b) The Stock of Inventory (Stock in trade) has been physically verified during the year by the Management at reasonable intervals. In our opinion the procedure of Physical Verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. No discrepancy was noticed on Physical Verification of Stock as compared to Book records.

c) The Company has neither granted nor taken any loan, secured or unsecured, to/from the Companies, firms or other parties covered in the Register maintained U/s. 301 of the Companies Act, 1956.

d) In our opinion there is adequate internal control system 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/services.

e) As per records examined and information provided to us, there was no such contract or arrangement as referred to in section 301 of the Act that need to be entered in the Register required to be maintained under that Section.

f) The Company has not accepted any deposit from the Public.

g) In our opinion the Company has an Internal Audit System commensurate with its size and the nature of its business.

h) Maintenance of cost records by the class of this Company is not required U/s. 209(1)(d) of the Act.

i) The Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor's Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues with the Appropriate Authority, as far as applicable,

ANNEXURE TO THE AUDITORS' REPORT

j) The Company has not incurred cash losses during the financial year and in the immediately preceding financial year. There is accumulated loss at the end of the Financial Year.

k) The Company had no dues to any Financial Institution or Bank. There is no Debenture Holder.

l) The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures or other securities.

m) The Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society.

n) In respect of shares, securities, debentures and other investments, the Company has maintained proper records of the transactions and contracts and timely entries have been made therein. Those shares, securities, debentures and other investments are held in the name of the Company as far as applicable.

o) The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

p) The Company has not obtained any term loan during the year.

q) No fund raised on short term basis was utilized for long term investment by the Company during the financial year.

r) The Company has not made any Allotment of Shares during the year.

s) The Company has not issued any debenture.

t) No Public issue was made by the Company during the year.

u) During the checks carried out by us, no fraud on or by the Company was noticed or reported during the year under Report.

For O. P. TULSYAN & CO.

CHARTERED ACCOUNTANTS

Firm's Regn. No. 500028N

Sd/- A. K. Bharuka

Place : Kolkata. (A. K. BHARUKA)

PARTNER

Date : 25th July, 2013. M. No. 051736

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. GOENKA BUSINESS & FINANCE LIMITED as at 31st March, 2012 and also the Profit & Loss Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have Conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 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 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 purpose 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 Profit & Loss Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit & Loss Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) 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 of the Company is disqualified as on 31st March, 2012 from being appointed as a Director under section 274(1)(g) of the Companies Act,1956.

(vi) 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:

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

ii) in the case of the Profit & Loss Statement of the profit of the Company for the year ended on that date; and

iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

In terms of the information and explanations given to us and the Books and Records examined by us in the normal course of Audit and to the best of our knowledge and belief, We state as under :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy have been noticed on such verification. No asset is sold or revalued during the year.

b) The Stock of Inventory (Stock in trade) has been physically verified during the year by the Management at reasonable intervals. In our opinion the procedure of Physical Verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. No discrepancy was noticed on Physical Verification of Stock as compared to Book records.

c) The Company has neither granted nor taken any loan, secured or unsecured, to/from the Companies, firms or other parties covered in the Register maintained U/s. 301 of the Companies Act, 1956.

d) In our opinion there is adequate internal control system 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/services.

e) As per records examined and information provided to us, there was no such contract or arrangement as referred to in section 301 of the Act that need to be entered in the Register required to be maintained under that Section.

f) The Company has not accepted any deposit from the Public.

g) In our opinion the Company has an Internal Audit System commensurate with its size and the nature of its business.

h) Maintenance of cost records by the class of this Company is not required U/s. 209(1)(d) of the Act.

i) The Company is regular in depositing undisputed Statutory dues including Provident Fund, Investor's Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues with the Appropriate Authority, as far as applicable,

j) The Company has not incurred cash losses during the financial year or in the immediately preceding financial year. There is no Accumulated loss at the end of the Financial Year.

k) The Company had no dues to any Financial Institution or Bank. There is no Debenture Holder.

l) The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures or other securities.

m) The Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society.

n) In respect of shares, securities, debentures and other investments, the Company has maintained proper records of the transactions and contracts and timely entries have been made therein.

Those shares, securities, debentures and other investments are held in the name of the Company as far as applicable.

o) The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

p) The Company has not obtained any term loan during the year.

q) No fund raised on short term basis was utilized for long term investment by the Company during the financial year.

r) The Company has not made any Allotment of Shares during the year.

s) The Company has not issued any debenture.

t) No Public issue was made by the Company during the year.

u) During the checks carried out by us, no fraud on or by the Company was noticed or reported during the year under Report.

For O. P. TULSYAN & CO.

CHARTERED ACCOUNTANTS

Sd/- A. K. Bharuka

Place : Kolkata. (A. K. BHARUKA)

PARTNER

Date : 5th Sept., 2012. M. No. 051736

Firm's Regn. No. 500028N

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. GOENKA BUSINESS & FINANCE LIMITED 31st March, 2011 and also the Profit & Loss Account for the year ended on that date thereto These financial statements are the responsibility of the Company's management. Our Risibility is to express an opinion on these financial statements based on our audit

We have Conducted our audit in accordance with auditing standards generally accepted in Those Standards require that we plan and perform the audit to obtain reasonable about whether the financial statements are free of material misstatement. An Audit examining, on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used me significant estimates made by management, as well as evaluating the overall financial 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 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 trudge and belief were necessary for the purpose 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 Profit & Loss Account dealt with by this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the Directors, as on 31st March.2011 on record by the Board of Directors, we report that none of the Directors of the y is disqualified as on 31st March, 2011 from being appointed as a Director under 274(1)(g) of the Companies Act. 1956.

(vi) In our opinion and to the best of our information and according to the explanations given the said accounts give the information required by the Companies Act, 1956, in the so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on -at date; and

iii) In the case of the cash flow statement, of the cash flows for the year ended on that date.

The information and explanations given to us and the Books and Records examined r normal course of Audit and to the best of our knowledge and belief, We state as under

The Company has maintained proper records showing full particulars including quantitative and are situation of the fixed assets. As explained to us. the fixed assets have been verified by the management during the year and no material discrepancy have been on such verification. No asset is sold or revalued during the year.

The Stock of Inventory (Stock in trade) has been physically verified during the year by the at reasonable intervals. In our opinion the procedure of Physical Verification of followed by the Management are reasonable and adequate in relation to the size of the and the nature of its business. The Company is maintaining proper records of No discrepancy was noticed on Physical Verification of Stock as compared to Book

a) The Company has neither granted nor taken any loan, secured or unsecured, to/from the Companies, firms or other parties covered in the Register maintained U/s. 301 of the companies Act, 1956.

b) In our opinion there is adequate internal control system 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/services.

e) As per records examined and information provided to us, there was no such contract or arrangement as referred to in section 301 of the Act that need to be entered in the Register enquired to be maintained under that Section.

f) Tne Company has not accepted any deposit from the Public.

g) In our opinion the Company has an Internal Audit System commensurate with its size and nature of its business.

h) Maintenance of cost records by the class of this Company is not required U/s. 209(1)(d) of fey Act

i) The Company is regular in depositing undisputed Statutory dues including Provident Fund. Investor's Education and Protection Fund, Employees1 State Insurance. Income Tax, Sales Wealth Tax. Custom Duty, Excise Duty, CESS and any other statutory dues with the Appropriate Authority, as far as applicable,

I The Company has not incurred cash losses during the financial year or in the immediately financial year. There is no Accumulated loss at the end of the Financial Year

The company had no dues to any Financial Institution or Bank There is no Debenture Holder.

The company has not granted any loan or advance on the basis of security by way of pledge debentures or other securities.

The Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society.

In respect of shares, securities, debentures and other investments, the Company has proper records of the transactions and contracts and timely entries have been Toe therein. Those shares, securities, debentures and other investments are held in the of the Company as far as applicable.

The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

The Company has not obtained any term loan during the year.

No fund raised on short term basis was utilized for long term investment by the Company DURING the financial year.

The Company has not made any Allotment of Shares during the year s The Company has not issued any debenture.

No Public issue was made by the Company during the year.

During the checks carried out by us, no fraud on or by the Company was noticed or reported During the year under Report.

For A. TIBREWAL & ASSOCIATES

CHARTERED ACCOUNTANTS

Place:: Kolkata. Sd/-Ajay Tibrewal

( AJAY TIBREWAL )

PROPRIETOR

Date : 1st Sept., 2011. M. N0.055106

Firm's Regn No. 329681E