Auditor Report of IndiaNivesh Ltd.

Mar 31, 2016

To the Members of

IndiaNivesh Limited Report on the Financial Statements

We have audited the accompanying financial statements of IndiaNivesh Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and 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 Standalone 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 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 auditors'' 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its Cash Flow for 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'') 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 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 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. On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

e. 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''; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer to Note 24 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred in paragraph 1 of Our Report of even date to the members of IndiaNivesh Limited on the financial statements as of and for the year ended 31st March, 2016

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 (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 regular intervals; as informed to us no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of company

ii. The Company does not have any inventory during the year. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company

iii. The company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the company has not made any contravention with the provisions of section185 or 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

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

vii. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the activities of the company

viii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.

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

(c) According to the information and explanations given to us and based on the records of the company examined by us, disputed dues in respect of Income Tax are as under:

Assessment Year	Demand	Appeal Pending Before	Amount paid against Demand
2012-13	43,90,570	Effect of CIT Appeals order is pending before A.O. Mumbai	NIL
2013-14	26,70,570	CIT (Appeals) Mumbai	NIL

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

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.

x. According to the information and explanations given to us and based on our examination of the records of the company, the company paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the act

xi. 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.

xii. In our opinion and according to the information and explanations given to us, the company is not a nidhi company.

xiii. According to the information and explanations given to us and based on our examination 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.

xiv. According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xv. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The Company is registered under section 45-IA of Reserve Bank of India Act 1934.

Report on 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 IndiaNivesh Limited as of 31st March 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 Control over financial reporting issued by Institute of Chartered Accountants of India (‘ICAI''). 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 the 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over 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, issued by ICAI and deemed to be prescribed 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 Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design 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 that 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 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 the 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.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future 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 with the 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 effectively as 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 Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CLB & Associates

Chartered Accountants

FR No.: 124305W

Sd/-

S. Sarupria

Place: Mumbai Partner

Date: May 30, 2016 M.No. 035783

---

Mar 31, 2015

Report on the standalone Financial Statements

We have audited the accompanying standalone financial statements of IndiaNivesh Limited ("The Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Board of Directors of the Company are 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 gives 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 Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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 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 applicable 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) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company have pending litigations which would impact its financial position-:

Refer Note No.24

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the company.

Referred to in paragraph 1 under the heading of "Report of Other Legal and Regulatory Requirements" 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 regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. The Company does not have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company

iii. The company has not granted any loan, secured, unsecured loan to companies, firms or other covered parties covered in the register maintained under section 189 of the Companies Act,2013

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services and goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

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 for any of the activities of the company.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and based on the records of the company examined by us, disputed dues in respect of Income Tax are as under:

(d) There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the company.

Assessment Year Demand Appeal Pending Before Amount paid against Demand

2010-11 4,235,010 Effect of CIT Appeals 2,214,540 order is pending before A.O. Mumbai

2011-12 3,501,431 Effect of CIT Appeals NIL order is pending before A.O. Mumbai

2012-13 4,390,570 CIT (Appeals) Mumbai NIL

viii. The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year as well as in immediately previous year.

ix. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has not issued any debentures.

x. In our opinion, and according to the information and explanations given to us, the company has not given any corporate guarantee /counter guarantee for loans taken by other from banks or financial institution except in case of subsidiary company, amounting to Rs. 13000.00 Lacs the terms and condition whereof are prima facie not prejudicial to the interest of the company.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loan during the year

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For CLB & Associates

Chartered Accountants

F.R. No: 124305W

Sd/-

S. Sarupria

Place: Mumbai Partner

Date: May 30, 2015 M.No. 035783

---

Mar 31, 2014

We have audited the accompanying financial statements of IndiaNivesh Limited, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

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

OPINION

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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) issued by the Central Government of India in terms of Section 227(4A) 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

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

1. Fixed Assets

I) The Company has maintained proper records showing full particulars, Including quantitative details and situation of fixed assets.

ii) As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, which is in our opinion reasonable. No material discrepancies were noticed on such verification.

iii) In our opinion and according to the explanation given to us none of fixed assets has been disposed off by the company during the year.

2. Since the company do not have any inventory during the year, clause 4(ii) (a),(b) and (c) is not applicable.

3. (i) The Company has given unsecured loan to one party covered in the register maintained under

Section 301 of the Companies Act, 1956 aggregating to Rs. 55.00 Lacs. The maximum balance outstanding during the year was Rs. 52.00 lacs and year end balance was Rs. NIL.

(ii) In our opinion, the terms and conditions of the aforesaid loan given prima facie not prejudicial to the interest of the company.

(iii) As per information given to us the repayment of loan is on demand and company is regular in receipt of the principal.

(iv) The company has not taken any unsecured loan from any party covered in the Register maintained under section 301 of the Companies Act 1956.

(v) In our opinion and according to the explanation given to us the terms and conditions of the loan taken is not prima-facie prejudicial to the interest of the company.

(vi) In respect of the said loans, the said loans are repayable on demand and hence the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of shares and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. Five lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanation given to us the Company has not accepted any deposits from the public during the year and, consequently the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8. According to the information given to us by the management, Maintenance of cost records under section 209(1) (d) of the companies Act, 1956 are not applicable to the company.

9. Taxes and Duties :

(a) According to the books and records as examined by us and according to the information and explanation given to us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-tax, Sales-tax, Wealth-tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, disputed dues in respect of Income Tax is as under:

Assessment Demand Appeal Pending Before Amount paid against Demand year

2000-11 4235010 CIT (Appeals), Mumbai 22,14,540

2011-12 3501431 CIT (Appeals), Mumbai Nil

10. The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year and the immediately previous year.

11. Based on the audit procedures and according to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has not issued any debentures.

12. Based on our examination of records and information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of the clause 4 (xii) of the Order are not applicable to the company.

13. The Company is not a chit fund / Nidhi / Mutual benefit fund/ Society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15. As per the information and explanations given to us, in our opinion the company has not given any corporate guarantee / counter guarantee for loans taken by others from banks or financial institutions except in case of subsidiary company, amounting to Rs.11527.00 lacs the terms and condition whereof are prima facie not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanations given to us, during the year the company has not taken any term loan. Accordingly the provision of clause 4(xvi) of the said Order is not applicable.

17. In our opinion and according to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

18. According to information and explanations given to us, the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to information and explanations given to us, the Company has not issued any debentures during the year and there are no debentures outstanding at the year end, therefore the question of creation of securities do not arise.

20. The Company has not raised any money through a public issue during the year.

21. To the best of knowledge and according to the information and explanations given to us, no fraud on or by the Company and no material fraud on the company has been noticed or reported during the year.

For CLB & Associates Chartered Accountants (Firm Registration No. 124305W)

Place: Mumbai S. Sarupria Date :30.05.2014 Partner M. No.: 035783

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Mar 31, 2011

1. We have audited the attached Balance Sheet of INDIANIVESH LIMITED, as at 31st March, 2011, the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto, These financial statements are the responsibility of the company's management. We here by express our opinion on these financial statements based on our audit.

2. 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 from material misstatements. An audit includes examining,onatest 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies (Auditor's Report)Order,2003 (Order) issued by the CompanyLaw Board interms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of audit, we annex here to a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in para 3 above, we report that:

i. Wehave 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 and loss account dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the balance sheet and the profit & loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Boards of Directors , we report that none of the directors are disqualified as on 31st March 2011 from being appointed as directors in terms of section 274 (1) (g)of the Companies Act, 1956.

vi. In our opinion and to the bestofour information and accordingtothe explanations given to us, the said accounts, read together with notes thereon, give the information in the manner as required by the Companies Act, 1956, and also give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the balance sheet,ofthe state of affairs of the Company as at March 31, 2011,

b) Inthe case of the profit and Loss account,ofthe profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in paragraph 3 of our report of even date on the accounts for the year ended 31 st March, 2011 to the Members of the INDIANIVESH LIMITED.

1. Fixed Assets

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

ii As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, whichisour opinion reasonable. No material discrepancies were noticed on such verification.

iii In our opinion and according to the information and explanations given to us none of the fixed Assets has been disposed off by the company during the year and the going concern status of the Company is not affected.

2. Inventories

Since the company do not have any inventory during the year clause 4 (ii)(a),(b) and (c) is not applicable

3. Loans

i) The company has granted loan to a subsidiary companies aggregating to Rs. 67,50,000/-. In respect of the said loan, the maximum amount outstanding at any time during the year is Rs.67,50,000/- and year-end balanceisRs. 57,00,000/-.

ii) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loan are not prima facie prejudicial to the interest of the company.

iii) The said loan is repayable on demand and there is no specific terms for repayment.

iv) In respect of loan given by the Company, the same is repayable on demand and therefore the question of over due amount does not a rise.

v) The Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act,1956.

Consequently, the requirement of Clauses (3) (f) and (3) (g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate withthe sizeofthe companyand the nature of its business with regard to purchase of shares and fixed assets and for sale of goods and services during the year. During the courses of our audit we have not observed any continuing failure to correct major weakness in the internal control systems.

5. I) Based on the information & explanations given to us, we are of the opinion that the particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 have been entered inthe register requiredtobemaintained under that section.

ii) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangement and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. Maintenance of cost records under section 209(1) (d) of The Companies Act, 1956 are not applicable to the Company.

9. i) Taxes and Duties

According to the books and records a sex a mined by us and according to the information and explanations given to us, in our opinion, the company have been generally regular in deposited with appropriate authorities undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Cess and other material statutory dues to the extent applicabletoit.

ii) According to the information and explanations given to us and records of the Company examined by us, there were no undisputed amounts payable in respect of Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty, Excise duty and Cess ,which have remained outstanding as at last day of financial year, for a period of more than six months from the date they became payable.

iii) According to the information and explanations provided to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess.

10. The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year and the immediately preceding financial year.

11. Based on our audit procedures and according to the records of the company examined by us and the information and explanations given to us,the companyhas not defaulted in repayment of dues to any bank. The company has neither taken any loans from a financial institution nor issued any debentures.

12. Based on our examination of records and information and explanations given to us, the company has not granted any loans and advanceson the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of the clause 4 (xii) of the Order are not applicable to the Company.

13. The Company is not a Chit Fund/Nidhi/Mutual benefit fund/Society. Therefore, the provisions of the clause 4 (xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15. As per information and explanations given to us, in our opinion, the Company has not given corporate / counter guarantees for loans taken by others except in case of its subsidiary company, the terms and condition where of are prima facie not prejudicial to the interest of the company.

16. The term loans raised by the company during the year have been applied for the purpose for which they were raised.

17. Accordingto the information and explanations given to us andon an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No Long Term Funds have been used to finance short term assets.

18. The Company has not made any preferential allotment of shares to parties & companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

19. The company has not issued debentures and hence the question of creating securities in respect thereof does not arise.

20. The company has not raised any money by public issue during the year. 21. To the best of our knowledge and belief and according to the information & explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For CLB & Associates

Chartered Accountants

S. Sarupria

Place: Mumbai Partner

Date : 30/05/2011 M. No. 35783

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Mar 31, 2010

1. We have audited the attached Balance Sheet of INDIANIVESH LIMITED, as at 31st March, 2010, the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto, These financial statements are the responsibility of the companys management. We hereby express our opinion on these financial statements based on our audit.

2. 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 from material misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (Order) issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of audit, we annex hereto a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in para 3 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 and loss account dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the balance sheet and the profit & loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 31s March 2010 and taken on record by the Boards of Directors, we report that none of the directors are disqualified as on 31" March 2010 from being appointed as directors in terms of 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, read together with notes thereon, give the information in the manner as required by the Companies Act, 1956, and also 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 31,2010,

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

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

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in paragraph 3 of our report of even date on the accounts for the year ended 31 st March, 2010 to the Members of the INDIANIVESH LIMITED.

1. Fixed Assets

I The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

ii As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, which is our opinion reasonable. No material discrepancies were noticed on such verification.

iii In our opinion and according to the information and explanations given to us no substantial part of fixed Assets has been disposed off by the company during the year and the going concern status of the Company is not affected.

2. InventoriesSince the company do not have any inventory during the year clause 4 (ii) (a),(b) and (c) is not applicable.

3. LoansThe company has not taken or granted any secured or unsecured loan from/to companies, firms or other parties as listed in the register maintained under section 301 of the Companies Act, 1956, the provisions of the clause 4 (iii) (b) to (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of shares and fixed assets and for sale of goods and services during the year. During the courses of our audit we have not observed any continuing failure to correct major weakness in the internal control systems.

5. Based on the information & explanations given to us, we are of the opinion that the transactions that are needed to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

6. According to the information and explanations given to us the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. Maintenance of cost records under section 209(1 )(d) of The Companies Act, 1956 are not applicable to the Company.

i Taxes and Duties

According to the books and records as examined by us and according to the information and explanations given to us, in our opinion, the company have been generally regular in deposited with appropriate authorities undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Cess and other material statutory dues to the extent applicable to it.

ii According to the information and explanations given to us and records of the Company examined by us, there were no undisputed amounts payable in respect of Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty, Excise duty and Cess ,which have remained outstanding as at last day of financial year, for a period of more than six months from the date they became payable.

iii According to the information and explanations provided to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess.

10 The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year and the immediately preceding financial year.

11 Based on our audit procedures and according to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank. The company has neither taken any loans from a financial institution nor issued any debentures.

12 Based on our examination of records and information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of the clause 4 (xii) of the Order are not applicable to the Company.

13 The Company is not a Chit Fund/Nidhi/Mutual benefit fund/Society. Therefore, the provisions of the clause 4 (xiii) of the Order are not applicable to the Company.

14 The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15 As per information and explanations given to us, in our opinion, the Company has not given corporate / counter guarantees for loans taken by others except in case of its subsidiary company, the terms and condition whereof are prima facie not prejudicial to the interest of the company.

16 The term loans raised by the company during the year have been applied for the purpose for which they were raised.

17 According to the information and explanations given.to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No Long Term Funds have been used to finance short term assets.

18 The Company has not made any preferential allotment of shares to parties & companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

19 The company has not issued debentures and hence the question of creating securities in respect thereof does not arise.

20 The company has not raised any money by public issue during the year.

21 To the best of our knowledge and belief and according to the information & explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For CLB & Associates

Chartered Accountants

S. Sarupria

Place: Mumbai Partner

Date : 31/05/2010 M. No. 35783

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Mar 31, 2009

We have audited the attached Balance Sheet of INDIANIVESH LIMITED as at 31st March, 2009. the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial Statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 (CARO, 2003), (as amended) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a Statement on the matters specified in paragraph 4 and 5 of the said Order;

3. Further to our comments in the Annexure referred to in paragraph 2 above, 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 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 appears from our examination of those, books;

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

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

(e) On the basis of the written representations received from the directors, as on 31" March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31" March, 2009, from being appointed as a director in terms of Clause (g) of sub-section (I) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our Information and according to the explanations given to us, the said accounts, read together with notes thereon give the information required by 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 :-

(g) In the case of the Balance Sheet, of the state of affairs of the Company as at 31" March, 2009;

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 3VMARCH 2009 OF INDIA NIVESH LIMITED:

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

I. (a) The Company has maintained proper records showing full particulars including quantitative details and Situation of fixed assets;

(b) All the assets have been verified by the management during the year. No material discrepancies were noticed on such verification;

(c) There has not been any significant disposal of fixed assets during the year.

II. The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except to its subsidiaries. The terms and conditions and the rate of interest are prima facie not prejudicial to the interest of the Company. The aggregate amount outstanding as at the year end amounted to Rs.150 Lakh. The Company has taken loan on current account from bodies corporate covered under Section 301 of the Companies Act, 1956 .The terms and conditions and the rate of interest are not prima facie prejudicial to the interest of the Company. The aggregate amount outstanding as at the end of the year amounted to Rs. 4521 Lakh.

III. In our opinion and according to the information and explanations given to us, there are adequate internal control Systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets, there being no sale of goods and Services during the year. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control Systems.

IV. According to the information and explanations given to us, the particulars of contracts or arrangement required to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered;

V. The Company has not accepted deposits from the public;

VI. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business;

VII. (a) The Company is regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Income-Tax, Service Tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of any statutory dues, etc., were in arrears as on the last day of financial year for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of income tax, sales tax, wealth tax. Service tax, custom duty, and cess which has not been deposited on account of any dispute.

VIII. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current and the immediately preceding financial year.

IX. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities;

X. The Company has, in our opinion, maintained proper records of transactions and contracts with respect to its Investments, where timely entries of transactions have been made therein. All Investments at the close of the year are generally held in the name of the Company, except in few cases, where they are in the process of transfer or pending for rectification for bad deliveries;

XI. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long term Investment;

XII. As per the information and explanations given to us on our enquiries on this behalf there were no frauds on or by the Company which have been noticed or reported during the year;

Considering the nature of activity being carried on, at present, by the Company and considering the nature of matters referred to in the various clauses of the Companies (Auditors Report) Order, 2003, Clauses (ii), (v)(b), (viii), (xi), (xiii), (xv), (xvi), (xviii), (xix) & (xx), in our opinion, not applicable to the Company.

For and on behalf of

DALAL & SHAH

Chartered Accountants

SHISHIR DALAL (Partner) Membership No.37310

MUMBAI: 30th June 2009.