Auditor Report of Key Corp Ltd.

Mar 31, 2017

To,

THE MEMBERS OF KEY CORP LIMITED

1) REPORT ON THE FINANCIAL STATEMENTS :

We have audited the accompanying financial statements of KEY CORP LIMITED (''The Company'') which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit & Loss the Cash Flow statement for the /ear than ended, and a summary of significant accounting policies and other explanatory Information.

2) MANAGEMENT’S RESPONSIBILITY FOR TH E FINANCIAL STATEMENTS :

The Company''s Board of Directors 1$ responsible for the mailers stated In section 134{5) of tee Companies Act. 2013 ("The Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including the accounting standard specified under section 133 of the Act, read with the 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 deluding frauds and other irregularities: selections and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent find design, Implementation and maintenance of adequate internal financial con trots, (hat were operating effectively Tor ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3) AUDITOR''S RESPONSIBILITY;

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

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

We conduced our audit m 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 flee from material misstatement

An audit involves performing procedures to obtain audit aviden.ee 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 and fair presentation of the financial statements that give b true and fair view In order to design audit procedures that were appropriate In the circumstances. 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 s sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4) OPINION;

In our opinion and to the best of our information and according to the explanations givers to us, the afore said financial statements give the information required by the Art 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 al 31^st March, 2017 and its Profit and its cash flows for the year ended on that date.

5) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

I) As required by the Companies (Auditor''s Report) Order.2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act. We give in the Annexure ''A" a statement on the matters specified In the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with this report are in agreement with the books of accounts;

d. In our opinion, the aforesaid financial statement comply with the Accounting Standards specified under section 133 of the act read with rule 7 of the Companies (Accounts) Rules, 2014, except non compliance of AS- ‘15’ “Employee Benefit” to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. A03 (ii) of Notes on Accounts);

e. On the basis of written presentations received from the directors, as on 31^st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls, over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B” and;

g. With respect to other matter 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 and as confirmed by the management of the company:-

i) There are no pending litigations on the company in respect of which a provision is required to be made.

ii) The company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii) There are no amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

iv) The Company provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016, and the same is in accordance with the books of accounts maintained by the Company except that the amount depicted in ‘Amount deposited in Bank’ and ‘ Permitted Receipts does not includes the amount directly deposited by customers in the designated bank of the Company. As the necessary details are not available/in the possession of the Company.

ANNEXURE " A" Referred to in Paragraph 5(II) of our Independent Auditor''s Report to the members of Key Corp Limited on the financial statements for the year ended 31^st March 2017.

Based on such checks and other generally accepted auditing procedures Carried cm by us and according to the information''s and explanations given to us, we report 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 physically verified by the Management during the year and there is a regular programme of verification which, in our opinion. Is reasonable having regard to the size of the Company and the nature of its assets, No discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the bas is of our examination of the records or the Company, [he title deeds of immovable properties are held in the name of ''Key Leasing and Finance Limited’ the erstwhile name of the Company.

ii) During the year, the company had no Inventory in the nature of stock on hire, hence, paragraph 3 (ii) of the order is not applicable.

iii) The Company has not granted any loans to body corporals covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act'').

iv) In our opinion and according to information and explanations given to us, the Company has not granted any loan to directors etc prescribed U/5 1B5 of the Companies Act, 2013. Further, the Company Is a Non Banking Financial Company; hence Section 186 of the Companies Act, 2013 is not applicable to the Company,

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

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

vii) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund Income lax, Wealth tax, Service tax, and other material statutory dues applicable to it. However, the Employees Slate Insurance Act is presently not applicable to the company

Further to our Information, no undisputed amounts in respect of Income tan, wealth tax: and other maternal statutory dues applicable to It, were in arrears as at 31.03.2017 for a period of more than six months from (he date these became payable.

b) There are no dues or income tax. wealth tax. service tax & other material statutory dues which are required to be deposited on account of any dispute. Custom duty, sales tax, excise duty & cess are not applicable to the Company

viii) The Company has not defaulted in the repayment of dues to financial institutions, banks or debenture holders during the year.

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

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

xi) According to information and explanation given to us and based on our examination of the records of the Company, the company has 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.

xii) According to information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) Accordingly to information and explanation given to us and based on our examination of the records of the Company, transaction with related parties as identified by the management of the company 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 by the applicable accounting standards.

xiv) Accordingly to information and explanation 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.

xv) Accordingly to 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 a Non Banking Financial Company requiring it to be registered under Section 45IA of the Reserve Bank of India Act, 1934. The Company has obtained the said registration.

Annexure "B" lo the Auditors'' Report referred to in paragraph 5(II)f of our Independent Auditors'' Report to the.- members of Key Corp Limited on the financial statements for the year ended 31^st March, 2007.

Report or the Internal financial controls over financial reporting under Clause (1) 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 Kay Corp Limited (''the Company") as of 31^st March, 2017 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. 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 Institute of Chartered Accountants of India (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 was 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 auditor''s 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 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 March 31, 2017, based on 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 V.P. ADITYA & COMPANY

Chartered Accountants

(FRN: 000542C)

(CA. UDAYAN MUKERJI)

Place: Kanpur Partner

Dated: 14^th May, 2016 Membership No: 405900

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Mar 31, 2015

We have audited the accompanying standalone financial statements of KEY CORP LIMITED ('the Company') which comprise the Balance Sheet as at 31 st March, 2015, the Statement of Profit & Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2) MANAGEMENT'S RESPONSIBILITY FOR THE 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 of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the accounting standard specified under section 133 of the Act, read with the 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; selections and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3) AUDITOR'S RESPONSIBILITY:

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

We have taken into account the provisions of 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 thereunder.

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 and fair presentation 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4) OPINION:

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

5) EMPHASIS OF MATTER:

Pursuant to the enactment of Companies Act, 2013 the company has applied the estimated useful lives as specified in Schedule II of the said Act. Accordingly the unamortized carrying value is being depreciated over the revised/ remaining useful lives. This change in the method of charging depreciation has resulted in increase in Reserve and Surplus of the company by Rs. 1157740/- upto 31.03.2014. The net impact of the Change as on 31.03.2015 is Rs. 1095042/-(Refer note no. A08).

Our opinion is not qualified in respect of this matter.

6) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

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

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

a. We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 standalone financial statement comply with the Accounting Standards specified under section 133 of the act read with rule 7 of the Companies (Accounts) Rules, 2014, except non compliance of AS-'15' "Employee Benefits" to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. A 03 (ii) of Notes on Account);

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

f. With respect to other matter 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 and as confirmed by the management of the company:-

i) There are no pending litigations on the company in respect of which a provision is required to be made.

ii) The company has made provisions , as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii) There are no amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

THE ANNEXURE Referred to in Paragraph 6 of our Independent Auditor's Report to the members of KEY CORP LIMITED on the standalone financial statements for the year ended March 31,2015.

Based on such checks and other generally accepted auditing procedures carried on by us and according to the information's and explanations given to us, we report 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 physically verified by the Management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

ii) During the year, the company had no inventory in the nature of stock on hire, hence, paragraph 3 (ii) of the order is not applicable.

iii) The Company has not granted any loans to body corporate covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act").

iv) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

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

vii) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, Wealth tax, Service tax, and other material statutory dues applicable to it. However, the State Insurance Act is presently not applicable to the company.

Further to our information, no undisputed amounts in respect of Income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31.03.2015 for a period of more than six months from the date these became payable.

b) There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute. Custom duty , sales tax, excise duty and cess are not applicable to the company.

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

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix) The Company has not defaulted in the repayment of dues to financial institutions, banks or debenture holders during the year.

x) The company has not given any guarantee for loans taken by others, from banks or financial institutions.

xi) The Company did not have any term loans outstanding during the year.

xii) No material fraud on or by the Company has been noticed or reported during the course, of our audit.

For V. P. ADITYA & COMPANY Chartered Accountants (FRN: 000542C)

(CA. UDAYAN MUKERJI) Place : Kanpur Partner Dated : 26th May, 2015 Membership No. : 405900

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Mar 31, 2014

We have audited the accompanying financial statements of KEY CORP LIMITED (''the Company'') which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information

2) MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIALSTATEMENTS:

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 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 official statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

3) AUDITOR''S REPONSIBILITY:

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 poicies used and the reasonableness of the accounting estimates made by management, as wall 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

4) OPINION:

In our opinion and to the best of our information and according to the explanations givsn 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 st March, 2014;

II In the case of the Statement of Profit & Loss, of the profit 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

5) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT:

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 "1" 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 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, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except non compliance of AS-''15'' "Employee Benefits" to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No A03 (ii) of Notes on Account);

e On the basis of written representations received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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

AHNEXURE"1"ReferredtoinParagraph5(1) of Auditor''s Report of even date, to the members oKEY CORP LIMITED on the financial statements for the year ended March 31,2014

1) Based on such checks and other generally accepted auditing procedures carried on by us and according to the information''s and explanations given to us, we report that :- a) In respect of its fixed assets: -

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

(2) All the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets No discrepancies were noticed on such verification

(3) The Company has not disposed off substantial part of fixed assets during the reporting period, and as such it does not affect the going concern concept

b) In respect of its internal control procedures and internal audit system: -

(1) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls

(2) The Company has an internal audit system, which appears to be commensurate with the size and nature of its business

c) In respect of payment of statutory dues: -

(1) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, wealth tax, service tax and other material statutory dues applicable to it However, The Employees State Insurance Act is presently not applicable to the Company

Further, to our information, no undisputed amounts in respect of income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31032014 for a period of more than six months from the date these became payable

(2) There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute Custom duty, sales tax, excise duty and cess are not applicable to the company

d) The Company is not dealing in shares, securities and debentures However, it has dealt in units of Mutual Funds and has maintained proper records of purchase and redemption of the units of Mutual Funds The investment in the units of mutual funds, made by the company, are in its own name

2) Based on various representations and confirmations made by the management, we report that :-

i) During the year Company had no inventory in the nature of Stock on Hire hence clause

(ii) of the Order is not applicable to the company ii) The Company has not given any guarantee for loans taken by others, from banks or financial institutions

iii) The Company has not applied short terms funds into long term investments iv) No fraud on or by the company has been noticed or reported during the course , of our audit

3) On the basis of various representations and confirmations made by the management and overall examination of the Balance Sheet we are of the opinion that :-

(i) The Company has neither granted nor taken loans from firms or other parties, covered in the register maintained u/s 301 of the Companies Act, 1956, therefore sub clause (iii), (v) and (xviii) of clause 4 of the Companies (Auditor''s Report) Order, 2003 (as amended by Companies (Auditor''s Report) Order, 2004) are not applicable to the company; and

(ii) Sub clause (vi), (viii), (x), (xi), (xii), (xiii), (xvi), (xix)and(xx)ofClause4 of the said order are also not applicable to the Company

For V P ADITYA & COMPANY Chartered Accountants

(FRN: 000542C)

(CA UDAYAN MUKERJI) Place : Kanpur Partner

Dated : 24th May, 2014 Membership No: 405900

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Mar 31, 2013

1) REPORT ON THE FINANCIAL STATEMENTS :

We have audited the accompanying financial statements of KEY CORP LIMITED (''the Company'') which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit & Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2) MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS :

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 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 official statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3) AUDITOR''S REPONSIBILITY :

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 th,e 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.

4) 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 st March, 2013;

II. In the case of the Statement of Profit & Loss, of the profit 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.

5) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT:

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 "1" 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 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, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with ttie books of account;

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except non compliance of AS-''15'' "Employee Benefits" to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. A 03 (ii) of Notes on Account);

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

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.

ANNEXURE "1" Referred to in Paragraph 5(1) of Auditor''s Report of even date, to the members of KEY CORP LIMITED on the financial statements for the year ended March 31, 2013.

(1) Based on such checks and other generally accepted auditing procedures carried on by us and according to the information''s and explanations given to us, we report that-

a) In respect of its fixed assets: -

(1) The Company has maintained proper records showing full particulars including quantitative details and situation of-fixed assets.

(2) All the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(3) The Company has not disposed off substantial part of fixed assets during the reporting period, and as such it does not affect the going concern concept.

b) In respect of its internal control procedures and internal audit system:-

(1) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(2) The Company has an internal audit system, which appears to be commensurate with the size and nature of its business.

c) In respect of payment of statutory dues:-

(1) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, wealth tax, service tax and other material statutory dues applicable to it. However, The Employees State Insurance Act is presently not applicable to the Company.

Further, to our information, no undisputed amounts in respect of income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31.03.2013 for a period of more than six months from the date these became payable.

(2) There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute. Custom duty, sales tax, excise duty and cess are not applicable to the company.

d) The Company is not dealing in shares, securities and debentures. However, it has dealt in units of Mutual Funds and has maintained proper records of purchase and redemption of the units of Mutual Funds. The investment in the units of mutual funds, made by the company, are in its own name.

(2) Based on various representations and confirmations made by the management, we report that :-

i) During the year Company had no inventory in the nature of Stock on Hire hence clause (ii) of the Order is not applicable to the company.

ii) The Company has not given any guarantee for loans taken by others, from banks or financial institutions.

iii) The Company has not applied short terms funds into long term investments.

iv) No fraud on or by the company has been noticed or reported during the course, of our audit.

(3) On the basis of various representations and confirmations made by the management and overall examination of the Balance Sheet we are of the opinion that :-

(i) The Company has neither granted nor taken loans from firms or other parties, covered in the register maintained u/s 301 of the Companies Act, 1956, therefore sub clause (iii), (v) and (xviii) of clause 4 of the Companies (Auditor''s Report) Order, 2003 (as amended by Companies (Auditor''s Report) Order, 2004) are not applicable to the company; and

(ii) Sub clause (vi), (viii), (x), (xi), (xii), (xiii), (xvi), (xix) and (xx) of Clause 4 of the said order are also not applicable to the Company.

For V. P. ADITYA & COMPANY

Chartered Accountants

(FRN : 000542C)

(CA. UDAYAN MUKERJI)

Place : Kanpur Partner

Dated : 18th May, 2013 Membership No. : 405900

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of KEY CORP LIMITED, as at 31st March, 2012 and also the Profit & Loss Statement for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. 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.

2. 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.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended by Companies (Auditor's Report) Order, 2004 issued by the Central Government of India) in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure "1" a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit & Loss Statement and the 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, except non compliance of AS-'15 "Employee Benefits" to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. 3 (ii) of Notes on Account);

(v) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(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 the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

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

ANNEXURE "1" Referred to in Paragraph 3 of Auditor's Report of even date, to the members of KEY CORP LIMITED on the financial statements for the year ended March 31, 2012.

(1) Based on such checks and other generally accepted auditing procedures carried on by us and according to the information's and explanations given to us, we report that:-

a) In respect of its fixed assets: -

(1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(2) All the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(3) The Company has not disposed off substantial part of fixed assets during the reporting period, and as such it does not affect the going concern concept.

b) In respect of its internal control procedures and internal audit system: -

(1) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(2) The Company has an internal audit system, which appears to be commensurate with the size and nature of its business.

c) In respect of payment of statutory dues: -

(1) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, wealth tax, service tax and other material statutory dues applicable to it. However, The Employees State Insurance Act is presently not applicable to the Company.

Further, to our information, no undisputed amounts in respect of income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31.03.2012 for a period of more than six months from the date these became payable.

(2) There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute. Custom duty, sales tax, excise duty and cess are not applicable to the company.

d) The Company is not dealing in shares, securities and debentures. However, it has dealt in units of Mutual Funds and has maintained proper records of purchase and redemption of the units of Mutual Funds. The investment in the units of mutual funds, made by the company, are in its own name.

(2) Based on various representations and confirmations made by the management, we report that :-

i) During the year Company had no inventory in the nature of Stock on Hire hence clause (ii) of the Order is not applicable to the company.

ii) The Company has not given any guarantee for loans taken by others, from banks or financial institutions.

iii) The Company has not applied short terms funds into long term investments.

iv) No fraud on or by the company has been noticed or reported during the course, of our audit.

(3) On the basis of various representations and confirmations made by the management and overall examination of the Balance Sheet we are of the opinion that :-

(i) The Company has neither granted nor taken loans from firms or other parties, covered in the register maintained u/s 301 of the Companies Act, 1956, therefore sub clause (iii), (v) and (xviii) of clause 4 of the Companies (Auditor's Report) Order, 2003 (as amended by Companies (Auditor's Report) Order, 2004) are not applicable to the company; and

(ii) Sub clause (vi), (viii), (x), (xi), (xii), (xiii), (xvi), (xix) and (xx) of Clause 4 of the said order are also not applicable to the Company.

For V. P. ADITYA & COMPANY

Chartered Accountants

(FRN : 000542C)

(UDAYAN MUKERJI)

Place : Kanpur Partner

Dated : 12th May, 2012 Membership No. : 405900

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of KEY CORP LIMITED, as at 31st March, 2010 and also the Profit & Loss account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. 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.

2) 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.

3) As required by the Companies (Auditors Report) Order, 2003 (as amended by Companies (Auditors Report) Order, 2004 issued by the Central Government of India) in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure "1" a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except non compliance of AS-15 "Employee Benefits" to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. 2 (iii) of Notes on Account);

(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 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 the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) in the case of the Profit & Loss account, of the profit for the year ended on that date; and

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

ANNEXURE "1" Referred to in Paragraph 3 of Auditors Report of even date, to the members of KEY CORP LIMITED on the financial statements for the year ended March 31, 2010.

1) Based on such checks and other generally accepted auditing procedures carried on by us and according to the informations and explanations given to us, we report that :-

a) In respect of its fixed assets: -

(1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(2) All the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(3) The Company has not disposed off substantial part of fixed assets during the reporting period, and as such it does not affect the going concern concept.

b) In respect of its internal control procedures and internal audit system: -

(1) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(2) The Company has an internal audit system, which appears to be commensurate with the size and nature of its business.

c) In respect of payment of statutory dues: -

(1) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, wealth tax, service tax and other material statutory dues applicable to it. However, The Employees State Insurance Act is presently not applicable to the Company.

Further, to our information, no undisputed amounts in respect of income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31.03.2010 for a period of more than six months from the date these became payable.

(2) There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute. Custom duty, sales tax, excise duty and cess are not applicable to the company.

d) The Company is not dealing in shares, securities and debentures. However, it has dealt in units of Mutual Funds and has maintained proper records of purchase and redemption of the units of Mutual Funds. The investment in the units of mutual funds, made by the company, are in its own name.

2) Based on various representations and confirmations made by the management, we report that :-

i) During the year Company had no inventory in the nature of Stock on Hire hence clause (ii) of the Order is

not applicable to the company. ii) The Company has not given any guarantee for loans taken by others, from banks or financial institutions. iii) The Company has not applied short terms funds into long term investments. iv) No fraud on or by the company has been noticed or reported during the course, of our audit.

3) On the basis of various representations and confirmations made by the management and overall examination of the Balance Sheet we are of the opinion that :-

(i) The Company has neither granted nor taken loans from firms or other parties, covered in the register maintained u/s 301 of the Companies Act, 1956, therefore sub clause (iii), (v) and (xviii) of clause 4 of the Companies (Auditors Report) Order, 2003 (as amended by Companies (Auditors Report) Order, 2004) are not applicable to the company; and (ii) Sub clause (vi), (viii), (x), (xi), (xii), (xiii), (xvi), (xix) and (xx) of Clause 4 of the said order are also not applicable to the Company.

For V.P. ADITYA & COMPANY

Chartered Accountants

(FRN : 000542C)



(UDAYAN MUKERJI)

Partner

Membership No.: 405900

Place: Kanpur

Dated : 8th May, 2010