Auditor Report of Mehta Integrated Finance Ltd.

Aug 31, 2014

We have audited the accompanying financial statements of Mehta Integrated Finance LIMITTD ("the Company"), which comprise the Balance Sheet as at 31st August 2014, 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 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 principles generally accepted in India, including the Accounting Standards notified under sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with general circular No. 15/2013 dated 13.09.2013, issued by the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 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 31st August 2014;

b) In the case of the Statement of Profit and Loss, 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.

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

2. As required by section 143 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, 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under subsection (3C) of section 211 of the Act, read with general circular No. 15/2013 dated 13.09.2013, issued by the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on 31st August , 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st August, 2014, from being appointed as a Director in terms of clause (g) of sub-section of section 164 of the Companies Act 2013.

f) The company has adequate internal financial control in place and are operating effectively.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

1. In respect of its Fixed Assets:

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

b) As explained to us, major portion of Fixed Assets have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its business and assets. As informed to us, no material discrepancies have been noticed on such physical verification.

c) No substantial (or major) parts of the Fixed Assets have been disposed off during the year.

2. The Company is a consulting and merchant-banking outfit with an investment activity and does not have any inventory. Therefore, the provisions of clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013, according to the information and explanations given to us, the Company has not granted/taken any such loan during the year, except in normal course of business.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

5. In respect of transactions entered in the register maintained in pursuance of Section 189 of the Companies Act, 2013:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered have been so entered.

b) To the best of our knowledge and belief and according to the information and explanations given to us, such transactions aggregating during the year to Rs. 5,00,000/- or more in respect to each party have been made at market prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public during the year.

7. In our opinion, the internal audit is commensurate with the size of the Company and the nature of its business.

8. The Company is not required to maintain the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under section 128 of the Companies Act, 2013.

9. Statutory & Other Dues:

a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, excise duty, custom duty, cess and other statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us, no disputed amounts payable in respect of above dues were in arrears, as at 31st August 2014 for a period of more than six months from the date they became payable.

10. In our opinion, the Company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund are not applicable to the company.

14. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

15. According to the information and explanations given to us, no term loans have been raised by the Company during the year and hence, the provisions of clause (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

16. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

17. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 189 of the Companies Act, 2013.

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (XIX) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issues during the year.

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

21. The Company is dealing or trading in shares, securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted u/s.187 of The Companies Act, 2013.

Place: Ahmedabad, For Dinesh K. Shah & Co. Date: 05th December, 2014 Chartered Accountants Firm Reg. No. 102602W Dinesh K. Shah (Partner) Membership No.: 010477

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Aug 31, 2013

1. We have audited the attached Balance Sheet of Mehta Integrated Finance Limited as at August 31, 2013, and also the Profit & Loss Account of the Company 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

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

(iv) 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 August 31, 2013 and taken on record by the Board of Directors, we report that none of its Directors is disqualified as on August 31, 2013 from being appointed as a Director in terms of clause

(g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) I n our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at August 31, 2013 and

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

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

1. In respect of its Fixed Assets:

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

b) As explained to us, major portion of Fixed Assets have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its business and assets. As informed to us, no material discrepancies have been noticed on such physical verification.

c) No substantial (or major) parts of the Fixed Assets have been disposed off during the year.

2. The Company is a consulting and merchant-banking outfit with an investment activity and does not have any inventory. Therefore, the provisions of clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has not granted/taken any such loan during the year, except in normal course of business.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered have been so entered.

b) To the best of our knowledge and belief and according to the information and explanations given to us, such transactions aggregating during the year to Rs. 5,00,000/- or more in respect to each party have been made at market prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public during the year.

7 . In our opinion, the internal audit is commensurate with the size of the Company and the nature of its business.

8 . The Company is not required to maintain the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. Statutory & Other Dues:

a. According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, excise duty, custom duty, cess and other statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us, no disputed amounts payable in respect of above dues were in arrears, as at 31st August 2013 for a period of more than six months from the date they became payable.

10. In our opinion, the Company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund are not applicable to the company. 1 4 . There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

15. According to the information and explanations given to us, no term loans have been raised by the Company during the year and hence, the provisions of clause (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

16. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

17. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issues during the year.

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

21. The Company is dealing or trading in shares, securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/s.49 of The Companies Act, 1956.

Place : Ahmadabad, For Dinesh K. Shah & Co.

Dated : 23/1/ 2014 Chartered Accountants

Dinesh K. Shah (Partner)

Membership # F-010477

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Aug 31, 2012

1. We have audited the attached Balance Sheet of Mehta Integrated Finance Limited as at August 31, 2012, and also the Profit & Loss Account of the Company 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

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

(iv) 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 August 31, 2012 and taken on record by the Board of Directors, we report that none of its Directors is disqualified as on August 31, 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) I n our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at August 31, 2012 and

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

1. In respect of its Fixed Assets:

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

b) As explained to us, major portion of Fixed Assets have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its business and assets. As informed to us, no material discrepancies have been noticed on such physical verification.

c) No substantial (or major) parts of the Fixed Assets have been disposed off during the year.

2. The Company is a consulting and merchant-banking outfit with an investment activity and does not have any inventory. Therefore, the provisions of clause 4(ii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has not granted/taken any such loan during the year, except in normal course of business.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered have been so entered.

b) To the best of our knowledge and belief and according to the information and explanations given to us, such transactions aggregating during the year to Rs. 5,00,000/- or more in respect to each party have been made at market prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public during the year.

7. In our opinion, the internal audit is commensurate with the size of the Company and the nature of its business.

8 . The Company is not required to maintain the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. Statutory & Other Dues:

a. According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, excise duty, custom duty, cess and other statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us, no disputed amounts payable in respect of above dues were in arrears, as at 31st August 2012 for a period of more than six months from the date they became payable.

10. In our opinion, the Company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund are not applicable to the company.

14. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

15. According to the information and explanations given to us, no term loans have been raised by the Company during the year and hence, the provisions of clause (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

16. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

17. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issues during the year.

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

21. The Company is dealing or trading in shares, securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/s.49 of The Companies Act, 1956.

Place : Ahmedabad, For Dinesh K. Shah & Co.

Dated : 24/1/ 2013 Chartered Accountants

sd/-

Dinesh K. Shah (Partner)

Membership # F-010477

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Aug 31, 2011

1. We have audited the attached Balance Sheet of Mehta Integrated Finance Limited as at August 31, 2011, and also the Profit & Loss Account of the Company 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 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 such books;

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

(iv) 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 August 31,2011 and taken on record by the Board of Directors, we report that none of its Directors is disqualified as on August 31,2011 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 give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at , August 31, 2011 and

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

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

1. In respect of its Fixed Assets: -

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

b) As explained to us, major portion of Fixed Assets have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its business and assets. As informed to us, no material discrepancies have been noticed on such physical verification.

c) No substantial (or major) parts of the Fixed Assets have been disposed off during the year.

2. The Company is a consulting and merchant-banking outfit with an investment activity and does not have any inventory. Therefore, the provisions of clause 4(ii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has not granted/taken any such loan, except in normal course of business.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered have been so entered.

b) To the best of our knowledge and belief and according to the information and explanations given to us, such transactions aggregating during the year to Rs. 5,00,000/- or more in respect to each party have been made at market prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public during the year.

7. In our opinion, the internal audit is commensurate with the size Of the Company and the nature of its business.

8. The Company is not required to maintain the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956.

9. Statutory & Other Dues:

a. According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, excise duty, custom duty, cess and other statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us, no disputed amounts payable in respect of above dues were in arrears, as at 31st August 2011 for a period of more than six months from the date they became payable.

10. In our opinion, the Company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund are not applicable to the company.

14. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

15. According to the information and explanations given to us, no term loans have been raised by the Company during the year and hence, the provisions of clause (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

16. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

17. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. .

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issues during the year.

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

21. The Company is dealing or trading in shares, securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/s.49 of The Companies Act, 1956.

For Dinesh K. Shah & Co.

Chartered Accountants

Place : Ahmedabad,

Dated : 24/1/2012

Dinesh K. Shah

Partner

Membership # F-010477

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Aug 31, 2010

1. We have audited the attached Balance Sheet of Mehta Integrated Finance Limited as at August 31, 2010, and also the Profit & Loss Account of the Company 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 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 such books;

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

(iv) 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 August 31, 2010 and taken on record by the Board of Directors, we report that none of its Directors is disqualified as on August 31, 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 give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at August 31, 2010 and

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

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

1. In respect of its Fixed Assets:

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

b) As explained to us, major portion of Fixed Assets have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its business and assets. As informed to us, no material discrepancies have been noticed on such physical verification.

c) No substantial (or major) parts ofthe Fixed Assets have been disposed off during the year.

2. The Company is a consulting and merchant-banking outfit with an investment activity and does not have any inventory. Therefore, the provisions of clause 4(ii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has not granted/taken any such loan, except in normal course of business.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size ofthe Company and the nature of its business.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 ofthe Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered have been so entered.

b) To the best of our knowledge and belief and according to the information and explanations given to us, such transactions aggregating during the year to Rs. 5,00,000/- or more in respect to each party have been made at market prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public during the year.

7. In our opinion, the internal audit is commensurate with the size of the Company and the nature of its business.

8. The Company is not required to maintain the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956.

9. Statutory & Other Dues:

a. According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, excise duty, custom duty, cess and other statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us, no disputed amounts payable in respect of above dues were in arrears, as at 31st August 2010 for a period of more than six months from the date they became payable.

10. In our opinion, the Company does have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund are not applicable to the company.

14. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

15. According to the information and explanations given to us, no term loans have been raised by the Company during the year and hence, the provisions of clause (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

16. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

17. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issues during the year.

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

21. The Company is dealing or trading in shares, securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/s.49 of The Companies Act, 1956.

For Dinesh K. Shah & Co.

Chartered Accountants

Place : Ahmedabad,

Dated : 24/1/2011

Dinesh K. Shah

Partner

Membership # F-010477