Auditor Report of Money Masters Leasing & Finance Ltd.

Mar 31, 2015

1. We have audited the attached Balance Sheet of MONEY MASTERSLEASING & FINANCE LTD. as at 31st March 2015 and also the Profit and Loss Account and the Cash Flow 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 the financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, paragraphs 4 and 5 and the Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008 paragraphs 3 and 4 we enclose in the annexure a statement on the matters specified in the said orders.

Further to our comments in the Annexure referred to in paragraph 1 above:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d) The company's Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with in this report are in line with the Accounting standards prescribed by law in sub-section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of the written representation received from the Directors, as on 31st March 2015, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March 2015 from being appointed as a Director under clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read with schedules attached thereto and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of Balance Sheet, of the state of affairs of the company as at 31stMarch, 2015;

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

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

ANNEXURE

Referred to in Paragraph 3 of our report of even date:

1. The Company has maintained proper records showing full particulars, including quantitative details

and situation of Fixed Assets. The Fixed Assets have been Physically verified by the Management during the year and no material discrepancies were identified on such verification.

2. Since the Company has not carried out any manufacturing or trading activity during the year, in view of the same, reporting under clause 4(ii) (a), 4(ii) (b), 4(ii) (c), 4(iv) and 4(viii), are not considered as applicable.

3. The Company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies act, 1956. Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken does not arise.

4. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

5. Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits u/s 58A of the Companies Act 1956, so far, up to 31st March 2015.

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

7. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues on account of income tax. The liability of Provident Fund, Labour Welfare Fund, and Employee's State Insurance, Wealth tax, Custom Duty, Cess, Service Tax and other statutory dues are not applicable to the Company.

8. According to the records and as per the information and explanations given to us thereon, no material undisputed amounts towards statutory payments are outstanding as at 31st March 2015.

9. According to the records and as per the information and explanation given to us no disputed amounts are outstanding as payable by the Company.

10. There are no accumulated losses as at 31st March 2015. The Company has not incurred any cash loss during the year under audit.

11. The Company has not borrowed any funds from any Financial Institution. In view of the same reporting on regularity in repayment of dues to a Financial Institution, Bank or debenture holders do not arise.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. In the absence of any such loans granted the question of reporting on the terms and conditions thereof, does not arise.

13. The Company is not a chit fund, nidhi / mutual benefit fund and therefore the requirements pertaining to such class of companies are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. The Company has not taken new term loans during the year under consideration. In the absence of the same reporting on its utilization does not arise.

17. The Company has not utilized its Short-term funds for long-term investments.

18. During the year covered by our audit, the Company has not issued debentures. The question of creating any security against debentures does not arise.

19. Public issue made during the year under consideration, verified the application of money raised by public

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

Further as required by Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008 we state below the matters specified in paragraphs 3 and 4 of the said order:

1. The company is engaged in the business of non-banking financialInstitution and it has obtained a Certificate of Registration (COR) from the Reserve Bank of India.

2. The company is entitled to continue to hold the COR in terms of its assets/income pattern as on March 31 2015.

3. Based on the criteria set forth by the Reserve Bank of India in company circular no. DNBS PD CC NO.85/03.02.089/2006-07 Date December 6, 2006 for classification of NBFC'S as an Asset financial company (AFC), the Company has been correctly classified as AFC (the percentage of total Asset financed to the total Assets of the Company stands at 79.38 % and the percentage of income from Asset financing to total gross income stands at 91.24 % as defined in non- banking financial companies acceptance of public deposits (Reserve bank) directions, 1998 with reference to the business carried on by it during the Financial year ended 31st March 2015.

4. The public deposits accepted by the Company together with the Borrowings from it's Shareholders, which are not excluded from the definition of 'public deposit' in the non-banking financial companies acceptance of public deposits (Reserve bank) Directions, 1998, are within the limits admissible to the Company as per the provision of the non-banking financial Companies acceptance of public deposits (reserve bank) directions, 1998.

5. Since the Company does not hold any Public deposit in excess of the quantum of such deposits permissible to it under the provision of non-banking financial companies acceptance of public deposits (Reserve Bank) directions, 1998 no comments as to the regularization of the same is required.

6. Since the Company, an Asset Finance company, does not have the capital to risk assets ratio (CRAR) less than 15%, no comments as to the acceptance of "public deposits" without minimum investment grade credit rating from an approved credit rating agency is required.

7. Since the Company does not require a Credit rating, no comments is required with respect to either whether the credit rating for each of the fixed deposits schemes is in force and whether the aggregate amount of deposits outstanding as at any point during the year has exceeded the limit specified by the such credit rating agency;

8. Since the Company's net owned funds are above Rs 200 lakhs, no comments are required as to whether the public deposits held by the company is in excess of the quantum of such deposits permissible to it in terms of Notification no. DNBS. 199/CGM (PK) - 2008 dated June 17, 2008 and whether the Company has frozen its level of deposits as on the date of that notification; or has brought down its level of deposits to the level of revised ceiling of deposits in terms of that notification.

9. The company has not defaulted in paying to its depositors the interest and/or Principal amount of the deposits after such interest and/or principal became due;

10. The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts and concentration of credit/investments as specified in the directions issued by the Reserve bank of India in terms of the non-banking financial (deposit accepting or holding) companies prudential norms (Reserve bank) directions, 2007.

11. The capital adequacy ratio as disclosed in the return submitted to the bank in terms of the non- banking financial (deposit accepting or holding) companies prudential norms (Reserve bank) directions, 2007 has been correctly determined and such ratio is in compliance with the minimum CRAR prescribed therein;

12. The company has complied with the liquid assets requirement as prescribed by the Reserve Bank of India in exercise of its power under section 45-IB of the RBI act and the details of the designated bank in which the approved securities are held is communicated to the office concerned of the Reserve Bank in terms of notification no.DNBS.172/CGM (OPA)-2003 dated July 31,2003;

13. The Company has furnished to the Reserve bank of India within the stipulated period the return on deposits as specified in the NBS to the non-banking financial companies acceptance of public deposits (Reserve bank) Directions, 1998;

14. The Company has furnished to the Reserve bank within the stipulated period the returns on prudential norms as specified in the non- banking financial (Deposit accepting or holding) companies prudential norms (Reserve bank) Directions, 2007;

15. Since the Company has neither opened new branches or offices to collect deposits or has closed existing branches/offices no comments is required as to whether in the case of appointment of agent, the company has compiled with the requirements contained in the non- banking financial companies acceptance of public deposits (Reserve bank) directions, 1998.

FOR MEENA N SHETTY & CO CHARTERED ACCOUNTANTS

Sd /- MEENA N SHETTY PROPRIETOR MEMBERSHIP NO: 41640 Place: Mumbai Date: 30th May, 2015

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Mar 31, 2014

We have audited the attached Balance Sheet of MONEY MASTERS LEASING & FINANCE LTD. as at 31st March 2014 and also the Profit and Loss Account and the Cash Flow 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 the financial statements based on our audit.

1. We have conducted our audit in accordance with the 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 test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, paragraphs 4 and 5 and the Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 paragraphs 3 and 4 we enclose in the annexure a statement on the matters specified in the said orders.

Further to our comments in the Annexure referred to in paragraph 1 above:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d) The company''s Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with in this report are in line with the Accounting standards prescribed by law in sub-section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of the written representation received from the Directors, as on 31st March 2014, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March 2014 from being appointed as a Director under clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read with schedules attached thereto and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

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

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

ANNEXURE

Referred to in Paragraph 3 of our report of even date:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets. The Fixed Assets have been Physically verified by the Management during the year and no material discrepancies were identified on such verification.

2. Since the Company has not carried out any manufacturing or trading activity during the year, in view of the same, reporting under clause 4(ii) (a), 4(ii) (b), 4(ii) (c), 4(iv) and 4(viii), are not considered as applicable.

3. The Company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies act, 1956. Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken does not arise.

4. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

5. Based on our scrutiny of the company''s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits u/s 58A of the Companies Act 1956, so far, up to 31st March 2014.

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

7. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues on account of income tax. The liability of Provident Fund, Labour Welfare Fund, and Employee''s State Insurance, Wealth tax, Custom Duty, Cess, Service Tax and other statutory dues are not applicable to the Company.

8. According to the records and as per the information and explanations given to us thereon, no material undisputed amounts towards statutory payments are outstanding as at 31st March 2014.

9. According to the records and as per the information and explanation given to us no disputed amounts are outstanding as payable by the Company.

10. There are no accumulated losses as at 31st March 2014. The Company has not incurred any cash loss during the year under audit.

11. The Company has not borrowed any funds from any Financial Institution. In view of the same reporting on regularity in repayment of dues to a Financial Institution, Bank or debenture holders do not arise.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. In the absence of any such loans granted the question of reporting on the terms and conditions thereof, does not arise.

13. The Company is not a chit fund, nidhi / mutual benefit fund and therefore the requirements pertaining to such class of companies are not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. The Company has not taken new term loans during the year under consideration. In the absence of the same reporting on its utilization does not arise.

17. The Company has not utilized its Short-term funds for long-term investments.

18. During the year covered by our audit, the Company has not issued debentures. The question of creating any security against debentures does not arise.

19. Public issue made during the year under consideration, verified the application of money raised by public

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

Further as required by Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008 we state below the matters specified in paragraphs 3 and 4 of the said order:

1. The company is engaged in the business of non-banking financial Institution and it has obtained a Certificate of Registration (COR) from the Reserve Bank of India.

2. The company is entitled to continue to hold the COR in terms of its assets/income pattern as on March 31 2014.

3. Based on the criteria set forth by the Reserve Bank of India in company circular no. DNBS PD CC NO.85/03.02.089/2006-07 Date December 6, 2006 for classification of NBFC''S as an Asset financial company (AFC), the Company has been correctly classified as AFC (the percentage of total Asset financed to the total Assets of the Company stands at 73.64% and the percentage of income from Asset financing to total gross income stands at 82.56% as defined in non- banking financial companies acceptance of public deposits (Reserve bank) directions, 1998 with reference to the business carried on by it during the Financial year ended 31 rst March 2014.

4. The public deposits accepted by the Company together with the Borrowings from it''s Shareholders, which are not excluded from the definition of ‘public deposit'' in the non-banking financial companies acceptance of public deposits (Reserve bank) Directions, 1998, are within the limits admissible to the Company as per the provision of the non-banking financial Companies acceptance of public deposits (reserve bank) directions, 1998.

5. Since the Company does not hold any Public deposit in excess of the quantum of such deposits permissible to it under the provision of non-banking financial companies acceptance of public deposits (Reserve Bank) directions, 1998 no comments as to the regularization of the same is required.

6. Since the Company, an Asset Finance company, does not have the capital to risk assets ratio (CRAR) less than 15%, no comments as to the acceptance of "public deposits" without minimum investment grade credit rating from an approved credit rating agency is required.

7. Since the Company does not require a Credit rating, no comments is required with respect to either whether the credit rating for each of the fixed deposits schemes is in force and whether the aggregate amount of deposits outstanding as at any point during the year has exceeded the limit specified by the such credit rating agency;

8. Since the Company''s net owned funds are above Rs 200 lakhs, no comments are required as to whether the public deposits held by the company is in excess of the quantum of such deposits permissible to it in terms of Notification no. DNBS. 199/CGM (PK) - 2008 dated June 17, 2008 and whether the Company has frozen its level of deposits as on the date of that notification; or has brought down its level of deposits to the level of revised ceiling of deposits in terms of that notification.

9. The company has not defaulted in paying to its depositors the interest and/or Principal amount of the deposits after such interest and/or principal became due;

10. The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts and concentration of credit/investments as specified in the directions issued by the Reserve bank of India in terms of the non-banking financial (deposit accepting or holding) companies prudential norms (Reserve bank) directions, 2007.

11. The capital adequacy ratio as disclosed in the return submitted to the bank in terms of the non- banking financial (deposit accepting or holding) companies prudential norms (Reserve bank) directions, 2007 has been correctly determined and such ratio is in compliance with the minimum CRAR prescribed therein;

12. The company has complied with the liquid assets requirement as prescribed by the Reserve Bank of India in exercise of its power under section 45-IB of the RBI act and the details of the designated bank in which the approved securities are held is communicated to the office concerned of the Reserve Bank in terms of notification no.DNBS.172/CGM (OPA)-2003 dated July 31,2003;

13. The Company has furnished to the Reserve bank of India within the stipulated period the return on deposits as specified in the NBS to the non-banking financial companies acceptance of public deposits (Reserve bank) Directions, 1998;

14. The Company has furnished to the Reserve bank within the stipulated period the returns on prudential norms as specified in the non- banking financial (Deposit accepting or holding) companies prudential norms (Reserve bank) Directions, 2007;

15. Since the Company has neither opened new branches or offices to collect deposits or has closed existing branches/offices no comments is required as to whether in the case of appointment of agent, the company has compiled with the requirements contained in the non- banking financial companies acceptance of public deposits (Reserve bank) directions, 1998.

FOR MEENA N SHETTY & CO CHARTERED ACCOUNTANTS

MEENA N SHETTY PROPRIETOR MEMBERSHIP NO:41640 Place: Mumbai Date: 30th May 2014