Auditor Report of Midas Infra Trade Ltd.

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of MIDAS INFRA TRADE LIMITED, which comprise the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31stMarch2016, its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ''Annexure A’ a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

f) With the respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such control, refer to our separate Report in “Annexure B”

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i) The Company does not have any pending litigations which would impact its financial position.

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

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

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the financial statements of the company for the year ended March 31, 2016.

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

(b) The Fixed Assets have been physically verified by the management in a phased manner, design to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of its business. Pursuant to the program, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(ii) (a) As explained to us, the Stock-in-Trade (Securities) is kept in demat form, hence the stock in trade are only reconciled/ verified with the demat account statements by the management at reasonable intervals.

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

(c ) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its stocks. No discrepancies have been noticed on verification of demat stocks statement as compared to book records

(iii) The company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the provisions of clause 3(ii) (a) to (c) of the order are not applicable to the company and hence not commented upon.

(iv) In our Opinion and according to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the company act, 2013. In respect of loan, investment, guarantees and security.

(v) The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the Companies (Acceptance of Deposit) rules,2015 with regard to the deposits accepted from the public are not applicable.

(vi) As informed to us, the maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 of the Act, in respect of the activities carried on by the company.

(vii) (a) According to the information and explanation given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

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

(viii) In our opinion and according to the information and explanations given to us, The Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institution or from the government and has not issued any debentures.

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer including debt instrument and terms loans. Accordingly, the provisions of clause 3 (ix) of the order are not applicable to the company and hence not commented upon.

(x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the order are not applicable to the company.

(xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the order are not applicable to the company and hence not commented upon

(xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the order are not applicable to the company and hence not commented upon.

For: Deepak IP Agarwal & Co.

CHARTERED ACCOUNTANTS

Firm Reg.No. 021682N

CA. Deepak Agarwal

(Proprietor)

Date: 30/05/2016 M. NO. 503548

Place: New Delhi

---

Mar 31, 2015

We have audited the accompanying financial statements of MIDAS INFRA TRADE LIMITED which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act' 2013 with respect to the preparation of these financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India including the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies ; judgments and estimate that are reasonable and prudent: and design implementation of adequate 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 view and free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations to 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 31st March, 2015, and its profit/loss and for the ended on that date.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Further to our comments in the aforesaid annexure, as required by section 143(3) of the Act, we report that:

1. 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.

2. 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.

3. 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.

4. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the companies (accounts) Rule, 2014.

5. On the basis of the written representations received from the directors is not disqualified as on 31st March, 2015 from being appointed as directors in terms of section 164(2) of the Act.

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

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note XX to the financial statements;

b) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts for including derivative contracts –Refer Notes XX to the financial statements;[or the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.]

c) There has been no delay in transferring amounts, required to be transferred, to the investor education and Protection Fund by the Company {or, following are the instances of delay in transferring amounts, required to be transferred, to the investor Education and Protection fund by the Company or there were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company.

ANNEXURE TO AUDITORS' REPORT

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

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management;

(b)The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business, If not the inadequacies in such procedures should be reported;

(c) The company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

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

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services, there is a continuing failure to correct major weaknesses in internal control system.

(v) The company has not accepted any deposit from companies, firm or other parties.

(vi) Cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act is not applicable on the company.

(vii) (a) The company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) any dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) A company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

(ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders;

(x) The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

(xi) Term loans were applied for the purpose for which the loans were obtained;

(xii) Any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

For DEEPAK I P AGARWAL & CO.

Chartered Accountants

Firm Reg. No. 021682N

Sd/-

CA Deepak Agarwal

(Partner)

Date: 30/05/2015 M.No. 503548

Place: Delhi

---

Mar 31, 2014

We have audited the accompanying financial statements of M/S MIDAS INFRA TRADE LIMITED, which comprise the balance sheet as at March 31, 2014, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements

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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the institute of chartered accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

a. in the case of the balance sheet, of the state of affairs of the company as at march 31, 2014;

b. in the case of the profit and loss account, of the profit/ loss 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 issued by the central government of India in terms of sub-section (4a) of section 227 of the act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

B. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

C. The balance sheet, 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 referred to in subsection (3c) of section 211 of the companies act, 1956;

E. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the board of directors, none of the directors is disqualified as on march 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956; and

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 TO THE AUDITOR''S REPORT

[The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MIDAS INFRA TRADE LIMITED (Formerly Associated Finlease Limited) on the accounts of the company for the year ended 31st March, 2014.] On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the bases of available information.

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

(c) In our opinion and according to the information and explanations given to us by the management, the Company has not disposed off any substantial part of its fixed assets during the year.

2. As there is no inventory as on 31st March, 2014, hence sub-clauses (a), (b) and (c) of clause 4 of CARO 2003 is not applicable to the company.

3. a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 3 (b), (c) and (d) of the order are not applicable to the Company, b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has no accumulated Loss during the year as compared to Rs. 31,44,277/-during the immediately preceding financial year and has not incurred cash loss during the financial year covered by our audit and in 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 repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has made preferential allotment of shares amounting during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For SUDHIR AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS Firm Reg. No. 509930C

Sd/- CA. Amit Kumar Date : 30/05/2014 (Partner) Place : New Delhi M. No.518735

---

Mar 31, 2012

We have audited the attached Balance Sheet of ASSOCIATED FINLEASE LIMITED as at 31st March 2012, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit in-cludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes as-sessing 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.

1) As required by the Companies (Auditors' Report) order 2003, issued by the Company Law Board in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the 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 exami-nation of such books;

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

d) In our opinion, the Balance Sheet, Profit & loss account and balance sheet comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of companies Act, 1956;

e) On the basis of our examination of books and according to the information and explanations given to us, no material observations have been noticed during our audit which have any adverse effect on the functioning of the company as referred to in section 227(3)(e) of the companies act.

f) On the basis of written representation received from the directors of the company as on 31.03.2012, we report that none of the directors of the company is disqualified from being appointed as director under clause (g) of sub section 1 of section 274 of the companies act as referred to in section 227(3)(f) of the companies act, 1956.

3. In our opinion, and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with the significant accounting policies and other notes thereon give the information required by the companies act, 1956 in the manner so required and give true and fair view: -

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; ii) In the case of Profit & Loss Account, of the profit of the company for the year ended on that date; and iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

(ANNEXURE TO THE AUDITOR'S REPORT)

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, which in our opinion is reasonable having regards to the size of the company and the nature of its assets, Physical verification was carried out during the year and no material discrepancies were noticed.

3. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

4. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

5. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

6. The company has not taken any loans secured or unsecured from companies, firms or other parties listed in the register maintained u/s 301 of the companies act 1956 in terms of subsection (6) of the section 370 of the companies act, 1956 the provisions of the section are not applicable to a company on or after the commencement of the companies (amendment) act, 1999.

7. In respect of loans & advances, the company in the nature of loans given by the company, the parties are generally re-paying the principal amount as stipulated and have also been regular in paying of interest where applicable.

8. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sales of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

9. Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the registers maintained under section 301 have been so entered.

10. The company has not accepted any deposit from the public. Therefore the provisions of Section 58A, & 58AA of the Companies Act, 1956, and the Rules framed thereunder do not apply.

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

12. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the company.

13. According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the provident funds Act and employees state insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India.

14. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, customs and excise duty were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

15. According to the records of the company, there are no dues of sales tax, income tax, customs tax/ wealth tax, excise duty/ cess that have not been deposited on account of any dispute.

16. The company has accumulated losses as at 31st March, 2012 amounting Rs. 31,73,820/-. The company has not incurred cash loss during the financial year ended on that date also there were no cash loss in the immediately preceding financial year.

17. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other similar securities.

18. In our opinion, the company has maintained proper records and made timely entries, in respect of the transaction of dealing or trading in shares, securities, debentures and other investment made by the company. The company has held all the shares, securities, debentures and other securities in its own name except shares pending to be received in demat account.

19. According to the information and explanation given to us the company has not given any guarantee for loan taken by other from banks or financial institutions.

20. According the information and explanation given to us and as shown by the records examined by us there were no dues payable to financial institutions or banks.

21. The company has not taken any term loan during the year.

22. In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund or society therefore the provision of clause 4 (xiii) of the companies (Auditor's report) Order 2003 is not applicable to the company.

23. Based on the information and explanation given to us and on an overall examination of the books of accounts as on 31.03.2012 we report that no funds raised on short term basis have used for long- term investments by the company and vice versa.

24. Based on the audit procedure performed and the information and explanation given to us by the management we report that the company has not made any preferential allotment of shares during the year.

25. The company has no outstanding debentures during the period under audit.

26. As per the information and explanation given to us and on the basis of examination of records, no material fraud on or by the company was noticed or reported during the year.

For Sudhir Agarwal & Associates

(Chartered Accountants) F.R.No. 509930C

Sd/- Sudhir Kumar Agarwal (Partner) Place : New Delhi Membership No. 088583 Dated : 1st September, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of ASSOCIATED FINLEASE LIMITED as at 31st March 2010 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto and report that these financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test bastes, 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.

1) As required by the Companies (Auditors' Report) order 2QQ3; issued by the Company Law Board in terms of section 227 [4A} of the Companies Act, 1S55, we enclose in the annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

2] Further to our comments in the Annexure referred to in paragraph 3 above, we report that;

a) We have obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the 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 such books;

c) The Company's Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts and returns.

d) In our opinion, the profit & loss account and balance sheet comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of companies Act, 1956.

e) On the basis of our examination of books and according to the information and explanations given to us, no material observations have been noticed during our audit which have any adverse effect on the functioning of the company as referred to in section 227(3){e) of the companies act.

f) On the basis of written representation received from the directors of the company as on 31.03.2010, we report that none of the directors of the company is disqualified from being appointed as director under clause (g) of sub section 1 of section 274 of the companies act as referred to in section 227(3)(f) of the companies act, 1956.

3) In our opinion, and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with me significant accounting policies and other notes thereon give the information required by the companies act, 1956 in the manner so required and give true and fair view: -

i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2010 and;

ii) In so far as it relates to the Profit & Loss Account, of the profit of the company for the year ended on that date.

iii) In so far as it relates to the Cash Flow Statement, of the cash flow for the year ended on that date,

ANNEXURE: (Referred to in paragraph 3 of our audit report of even date

(i) The company has no fixed assets and accordingly clause 4(i) of the order is not applicable.

(ii) The company does not have any inventory and hence records are required to be maintained by the company grid accordingly clause 4 (ii) of the said order is not applicable.

(iii} (a) H as the com pandect e r granted an y loans, secured o run secured to companies firms or other parties covered in the register maintained under section 301 of the Act, if so, give the number of parties and amount involved in the transaction;

(b) Whether the rate of interest and other terms and conditions of loans given by the company, secured or unsecured are prima facie prejudicial to the interest of the company;

(c) Whether pay men t of the principal amount an d interest are also regular; - N. A .-

(d) If overdue amount is more than one take whether reasonable steps have been taken by the company for recovery / payment of the principal and interest;

-N.A.-

(e) Has the company either taken any loans, secured or unsecured from companies firms or other parties covered in the register maintained under section 301 of the Act, if so, give the number of parties and amount involved in the transaction;

No-

(f) Whether the rate of interest and other terms and conditions of loans taken by the company, secured or unsecured are prima facie prejudicial to the interest of the company;

-N.A.-

(g) Whether payment of the principal amount and interest are also regular.

-N.A.-

(iv) Is there an adequate internal] control procedure commensurate with the size of the company and nature of its business, for the purpose of the inventory and fixed assets and (or the sale of goods. Whether there is a continuing failure to correct major weakness in internal control;

¦Yes, No major weaknesses (a) Whether transactions that need to be entered into a register In pursuance of section 301 of the Act have been so entered;

-Yes-

(b) Whether each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

-Yes

Wherever Applicable-

(This information is required only in case of transactions exceeding the value of five lakh rupees in respect of any party and in any one financial year);

(vi) During the year the company has not accepted any fixed deposits from the public hence the provisions of section 58A and 58M of the Companies Act, 1956 and the provisions of Mon- Banking Companies (Reserve Bank) Directions, 1998 is not applicable.

(vii) In the case of listed companies and or other companies having a paid jp capital and reserves exceeding Rs. 50 lakhs as at the commencement of the financial year concerned, or having an average annual turnover exceeding five cm re rupees for a period of three consecutive financial year immediately preceding the financial year concerned, whether by the company has as internal audit system cornmensurate with its size and nature of its business;

-Yes-

(viii) Where maintenance of cost record has been prescribed by the central government under clause (d) of sub section (1) of section 209 of the Act, whether such account and records have been made and maintenance

-NA-

(ix) (a) Js the company regular in depositing undisputed salutary dues including Provident Fund, investor Education and Protection Fund, Employee's State insurance, Income Tax, Sale Tax, Wealth Tax, Custom Duty: cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as a I the lacs day of the financial year concerned for a period of more than six month from the date they become payable, shall be indicated by the auditor;

-Yes-, No arrears of undisputed statutory dues-

(b) In case dues of sales tax, Income Tax, Sale Tax, Wealth Tax, Excise Duty / cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending may please be mentioned.

N.A.- (A mere representation to the department shall not constitute the dispute);

(x) Whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty percent of its net worth and whether it has incurred cash Josses in such financial year and in the financial year immediately preceding such financial year.

-Accumulated losses of the company are not more than 50% of its net worth.

-The Company has accumulated fosses of Rs. 37,44,5217- as on 3153 March, 2010 and further it has incurred a cash loss of Rs. 37110/- in the financial year ended on that date and of Rs. 267147- in the immediately preceding financial year

(xi) Whether the company has defaulted of dues to a financial institution or bank or debenture holders? If yes the period and amount of default to be reported;

-NO

(xii) Whether adequate documents and records are maintained in cases where the company has granted loans and advance on the basis ot security by way of shares, debentures and other securities; if not, the deficiencies to be pointed out.

-Yes wherever applicable-

(xiii) Whether the provision of any special statute applicable to chit fund has been duly complied with? In respect of nidhi / mutual benefit fund / societies:

-N.A,

(a) Whether the Net - owned funds to deposit liability ratio is more than 1:20 as on the date of balance sheet;

-NA-

(b) Whether the company has complied with the prudential norms on income recognition and provisioning against sub standard/default/ loss assets;

-N.A.-

(c) Whether the company has adequate procedures for appraisal of credit proposals/ requests, repayment capacity of the borrower and would be conducive to recovery of the loan amount;

¦NA-

(d) Whether the repayment schedule of various loans granted by the nidhi is based on the repayment capacity of the borrower.

¦N.A.-

(xiv) If the company is dealing or trading in shares, securities, debentures and other investments, whether proper records have been maintained of the transactions and contracts and whether timely entries have been made therein; also Whether the shares, securities, debentures and other securities have been held by the company, in its own name expect to the extent of the exemption, if any, granted under section 49 of the Act;

-N.A.-

(xv) Whether the company has given any guarantee for ban taken by others from bank or financial institutions, the terms and condition where of are prejudicial to the interest of the company;

-N.A.-

(xvi) Whether term loans were applied for the purpose for which the loans where obtained;

4JA.-

(xvii) Whether the funds raised on short terms basis have been used for long term investment and vice versa, the nature and amount is to be indicated; -N.A.-

(xviii) Whether the company has made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, and if so whether the prices at which shares have been issued is prejudicial to the interest of the company; -NA-

(xix) Whether securities have been created in respect of debentures issued?

-NA-

(xx) Whether the management has disclosed on the end use of money raised by the public issued and the same has been verified;

-N.A.-

(xxi) Whether any fraud on or by the company has been noticed or reported during the year; if yes, the nature and the amount involved is to be indicated.

-No fraud noticed or reported -

For Mfe RMSB & ASSOCIATES

Cha rteredjiAccounta nts

(Sudhir Kumar Agarwal) PARTNER

M. No. 86533

Place: Delhi FRN NO 09349N

Date: 30.08.2010

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of ASSOCIATED FINLEASE LIMITED as at 31st March, 2007 and also the related Profit and Loss Account for the year ended on 31st March, 2007 annexed thereto (together referred to as "financial statements). 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 the auditing standards generally accepted in India. These 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, and on the basis of such checks of books and records as we considered necessary and appropriate and according to the information and explanations given to us during the course of our audit, we enclose 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:

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

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

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March, 2007 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies Act 1956:

f. In our opinion and to the best of our information and according to the explanations given to us. the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i. in so far as they relate to the Balance Sheet, of the state of affairs of the Company as at 31aT March , 2007; and

ii. in so far as they relate to the Profit and Loss Account, of the loss for the year ended on 31Jl March, 3007.

iii. In the case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

[Referred to in paragraph 3 of our Report of even date]

1. The company has no fixed assets and accordingly clause 4{i) of the order is not applicable.

2. The company does not have any inventory and hence no records are required to be maintained by the company and accordingly clause 4 (ii) of the said Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence, clause 4{iii) of the said Order is not applicable.

4. The company has neither purchased nor sold any asset; hence there is no requirement for adopting any internal control procedures in this regard

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. During the year under report, the company has not accepted any fixed deposits from the public and hence the provisions of Section 58A and 58 AA of the Companies Act, 1956 and the provisions of the Non- banking Financial Companies (Reserve Bank) Directions, 1998 is not applicable. With regard to the old outstanding, the total amount due to the depositors and remaining unclaimed or unpaid beyond the dates was Rs. 2.73 lacs.

7. The Company's internal audit system commensurate with the size and the nature of its business.

B. As explained to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the activities of the Company and accordingly clause 4 (viii) of the said Order is not applicable.

9. According to the information and explanations given to us and on the basis of our examination of the books of account, the statutory dues including custom duty, excise duty, cess, service tax, sales tax, provident fund at the end of the financial year ended on that date.

10. The Company has accumulated losses of Rs. 36,48,527 as at 31M March, 2007 and further it has incurred a cash loss of Rs. 25540/- in the financial year ended on that date and cash loss of Rs. 43410/- in the immediately preceding financial year.

11. The Company has not borrowed any funds from financial institutions or banks or debenture holders and accordingly clause 4{xi) of the said Order is not applicable.

12. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, clause 4 (xii) of the said Order is not applicable.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly clause (xiii) of the said Order is not applicable to the Company.

14 In our opinion and according to the explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of the said Order is not applicable to the Company

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has no1 raised any term loans during the year and accordingly clause (xvi) of the said Order is not applicable to the Company.

17. The Company has not raised any funds on short-term basis during the year and accordingly, clause (xvii) of the said Order is not applicable to the Company

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

19. The Company has not issued any debentures during the year and accordingly clause 4 (xix) of the said Order is not applicable.

20. The Company has not raised any money from public issues during the year.

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

For Pawan P. Gupta & Co. Chartered Accountants

Pawan Gupta (Proprietor) M.NO.082433

Date: 23.06.2007 Place: New Delhi

---

Mar 31, 2004

1. We have audited the attached Balance Sheet of ASSOCIATED FLMLEASE LIMITED as at 3 March, 2004 and also the elated Profit and Loss Account for the year ended on 31st March, 2004 annexed thereto (together referred to as "financial statements"). These financial statement are the responsibility of the Company's Management. Our responsibility is to express an Minion on these financial state m en Is based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit I to obtain reasonable assurance about wither the financial statements are free of material misstatement. An audit includes examining on a lest 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, is we 11 is evaluating the overall Financial statement oriental inn. We believe that our audit provide 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 (4 A) of section 227 of thy Companies Act. 16, we en rinse in the Anne sure a statement on the matters specified in paragraphs -1 and 5 of the said Order.

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

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

b. In our opinion1 proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

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

d. The Balance Sheet and the Profit and Loss Account dealt with by this report are in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of the written representations received from the directors and taken on record by thy Board of Director we report that none of the said directors are disqualified as on 31st March, 2004 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i. in so far as they relate to the Balance Sheet, of the state of affairs of the Company as at 31st March. 2004; and

ii. in so far as they relate to the Profit and Loss Account, of the loss for year ended on 31st March, 2O04.

ANNEXURE TO AUDITOR'S REPORT

[Referred to in paragraph 3 of our Report of even date]

1. The company has no fixed assets and accordingly clause 4(i) of the order is not applicable,

2. The company dues not have any inventory and hence no records are required lo be maintained by the company and accordingly clause 4 [ii] of the said Order is not applicable.

3. The company has neither granted nor taken any loans, secured or un secured to/from companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence, clause 4[iii) of the said Order is not applicable.

4. The company has neither purchased not sold any asset; hence there is requirement for adopting any internal control procedures in this regard

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into a register in pursuance of section 301 of the Companies Act 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions as made in pursuance of such contracts or arrangements have been made al prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. During the year under report, the company has not accepted any fixed deposits from the public and hence the provisions of Section 58A of the Companies Act. 1956 and the provisions of the Non-banking Financial Companies (Reserve bank) Directions. 1998 is not applicable. With regard to the old outstanding, the total amount due to the depositors and remaining unclaimed or unpaid beyond the dates was Rs. 12.33 lacs.

7. The Company's internal audit system commensurate with the size and the nature of its business.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the activities of the Company and accordingly clause 4 (viii) of the said Order is not applicable.

9. According to the information and explanations given to us and on the basis of our examination of the books of account, the statutory dues including custom duty, excise duty, cess, service tax, sales tax, provident fund and other material statutory dues were not applicable to the company and income tax was not required to be paid as the company has heavy accumulated losses and accordingly clause 4 (ix) of the said Order is not applicable.

10. The Company has accumulated losses of Rs, 35,25,817 as at 31st March, 2004 and it has incurred a LOSS OF Rs, 34990/- in the financial year ended on the date and Rs,193710/- in the immediately preceding financial year.

11. The Company has not borrowed any funds from financial institutions or banks or debenture holders and accordingly clause 4(xi) of the said Order is not applicable.

12. The Company has not granted any loan and advances on the basis of securily by way of pledge of shares, debentures and oilier securities and hence, clause 4 (xii) of Ihe said Order is not applicable.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly clause (xiii) of the said Order is not applicable to the Company,

14. In our opinion and according to the explanations given lo us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause (xiv) of the said Order is not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not raised any term loans during the year and accordingly clause (xvi) of the said Order is not applicable to the Company.

17. The Company has not raised any funds on short-term basis during the year and accordingly, clause (xvii) of the said Order is not applicable lo the Company,

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act.1956.

19. The Company has not issued any debentures during the year and accordingly clause 4 (xix) of the said Order is not applicable.

20. The Company has not raised any money from public issues during the year.

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

For Pawan P. Gupta & Co.

Chartered Accountants

Pawan P. Gupta

(Proprietor)

M. No.82433

Date: 24.06.2004

Place: New Delhi

---

Mar 31, 2002

1. We have audited the attached Balance Sheet of ASSOCIATED FINLEASE LIMITED as at 31st March,2002 and also the related Profit and Loss Account for the year ended on 31st March, 2002 annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These 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 Manufacturing and Other Companies (Auditor's Report) Order, 1988 issued by the Company Law Board in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

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

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

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

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

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

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March, 2002 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i. in so far as they relate to the Balance Sheet, of the state of affairs of the Company as at 31st March ,2002; and

ii. in so far as they relate to the Profit and Loss Account, of the loss for the year ended on 31st March, 2002.

ANNEXURE TO AUDITOR'S REPORT

[Referred to in paragraph 3 of our Report of even date]

1. The company has no fixed assets and accordingly clause 4(i) of the order is not applicable.

2. The company has no stock and accordingly clause 4(ii) of the order is not applicable.

3. The Company has not taken any loans, secured or unsecured from companies, firms, parties listed in the register maintained under section 301 of the companies Act, 1956 (1 of 1956), and/ or from companies under the same management as defined under sub-section (1B) of section 370 of the Companies Act, 1956 (1 of 1956),

4. The Company has not granted any loans, secured or unsecured to companies, firms, parties listed in the register maintained under section 301 of the Companies Act, 1956 (1 of 1956) and/ or front companies under the same management as defined under sub- section (1B) of section 370 of the companies Act, 1956 (1 of 1956).

5. In our opinion, the parties to whom the interest free loans and advances in the nature of loans have been given are irregular in the repayment of the principal. In our opinion having regard to the nature of loans, more stringent steps need to be taken for recovery by the company.

6. 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 nature of its business for the purchase of assets and sale of goods.

7. The company has not made any transactions of service in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 50,000/- or more in respect of each party.

8. During the year under report, the company has not accepted any fixed deposits from the public and hence the provisions of Section 58A of the Companies Act, 1956 and the provisions of the Non- banking Financial Companies (Reserve Bank) Directions, 1998 is not applicable with regard to the old outstanding. With regard to the old outstanding, the total amount due to the depositors and remaining unclaimed or unpaid beyond the dates was Rs. 19.02 Lacs.

9. The internal audit system is commensurate with the size of the Company and the nature of its business.

10. We are informed that the Employees' State Insurance and Provident Fund Laws are not applicable to the Company.

11. On the basis of our examination of books of account carried out in accordance with the generally accepted auditing practices, we have not come across any personal expenses of employees or directors which have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practices.

12. According to the information and explanations given to us, adequate documents and records are maintained in cases where the company has granted loans and advances on the basis of the security by way of pledge of shares, debentures and other securities.

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

14. The company is not a sick industrial unit within the meaning of Clause (0) of Section 3 (1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

15. The other items of the aforesaid order are, in our opinion, not applicable to the Company.

For Pawan P. Gupta & Co.

Chartered Accountants

Pawan P. Gupta

(Proprietor)

Date: 07.07.2002

Place: New Delhi