Auditor Report of Mudit Finlease Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of MUDIT FINLEASE LIMITED ("the Company") which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then 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 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2015;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(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 specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f. 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) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations as on March 31, 2015, which would impact its financial position.

ii. As required under applicable accounting standards issued by the Institute of Chartered Accountants of India, the Company has made appropriate provision on derivative contract outstanding as on March 31, 2015.

iii. No amount is required to be transferred to the Investor Education and Protection Fund by the Company as on March 31, 2015.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 & 4 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) According to the information and explanation given to us fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(ii) (a) According to the information and explanation given to us, the stock-in- trade (securities) are kept in demat and physical form. The same are reconciled/ verified with the demat account statements and physical stock by the management at the reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) 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

(c) The Company is maintaining proper records of inventory. No material discrepancy was noticed during the verification.

(iii) According to the information and explanation given to us, the Company has granted loans to one person covered in the register maintained u/s 189 of the Companies Act, 2013. The maximum amount outstanding during the year was Rs.25.00 lacs and the year-end balance was Rs.21.75 lacs.

(a) The receipt of the principal and interest amount is regular; and

(b) Since receipt of interest and principal amount is regular, no amount is overdue, therefore reasonable steps for recovery of principal and interest is not required.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory (securities) and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) According to the information and explanations given to us, no deposits within the meaning of Sections 73 and 76 or any other relevant provision of the Companies Act, 2013 and rules framed there under has been accepted by the company.

(vi) The Company is not required to maintain cost records pursuant to the Company (Cost Records and Audit) Rules, 2014 made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013.

(vii)(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise Duty / Cess and other material statutory dues applicable to it and no arrears of such dues were outstanding as at 31.03.2015 for a period exceeding six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess that have not been deposited on account of any dispute.

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

(viii)The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash loss in the current financial year, or immediately preceding financial year

(ix) The Company has not defaulted in repayment of any dues to a financial institution or bank.

(x) According to the information & explanation given to us the company has not given any guarantee for loans taken by others from bank or Financial Institutions.

(xi) According to information and explanations given to us, the company has not taken any term loans during the year.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For G. K. Kedia & Co.

Chartered Accountants

Firm Registration No.: 013016N

Piyush Kedia

Place: New Delhi Partner

Date : 29.05.2015 Membership No. – 536648

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

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

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies. (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act. 2013

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

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 5 of our report of even date)

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

(b) According to the information and explanation given to us fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us no fixed assets has been fully amortized or depreciated and no assets has been disposed off during the financial year.

(ii) (a) According to the information and explanation given to us, the stock-in-trade (securities) are kept in demat and physical form. The same are reconciled / verified with the demat account statements and physical stock by the management at the reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) 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

(c) The Company is maintaining proper records of inventory. No material discrepancy was noticed during the verification.

(iii) (a) According to the information and explanation given to us the Company has not granted any loans, secured or unsecured, to any person covered in the register maintained u/s 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii(b), iii(c) and iii(d) of the order are not applicable to the Company.

(e) The company has taken/accepted unsecured loan from one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.577.59 lacs and the year-end balance was Rs.400.00 lacs.

(f) The terms and condition of loan taken by the Company are prima facie not prejudicial to the interest of the company.

(g) The terms related to payment of the principal amount are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control .procedures commensurate with the size of the company and the nature of its business for the purchase of inventory (securities) and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In our Opinion, All the''transaction that need to be entered into a register in pursuance of section 301 of the act have been entered and all these transactions have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, no deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules framed thereunder has been accepted by the company.

(vii) As per our examination, the company has an internal audit system commensurate with its size and nature of its business.

(viii) The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Act.''

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Wealth Tax, Custom Duty, Excise Duty / Cess and other material statutory dues applicable to it and no arrears of such dues were outstanding as at 31.03.2014 for a period exceeding six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess that have not been deposited on account of any dispute.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash loss in the current financial year, or immediately preceding financial year.

(xi) The Company has not defaulted in repayment of any dues to a financial institution or bank.

(xii) The clause 4(xii) enquiring that, whether adequate documents and records are maintained, in cases where the company has granted loan and advances on the basis of security by way of pledge of shares, debentures and other securities are not applicable to the company.

(xiii) The company is not a chit fund or nidhi / mutual benefit fund / societies; therefore the provisions of clause 4(xiii) are not applicable to the company.

(xiv) In our opinion and according to the information & explanation given to us the company has kept proper records of its transactions and contracts of dealing in or trading in shares, securities, debentures and other investments and the timely entries have, generally, been made therein. The shares, securities, debentures and other investments have been held in the name of the company.

(xv) According to the information 8 Explanation given to us the company has not given any guarantee for loans taken by others from bank or Financial Institutions.

(xvi) According to information and explanations given to us, the company has not taken any term loans during the year.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act Therefore, the provisions of clause 4(xviii) are not applicable.

(xix) According to the information and explanations given to us, during the year covered by our audit report the company has not issued debentures therefore, the provisions of clause 4(xix) are not applicable to the company.

(xx) As no public issue has been made by the company during the year, the provisions requiring that, whether the management has disclosed on the end use of money raised by public issues and the same has been verified are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For G. K. KEDIA & CO. Chartered Accountants Firm Registration No. : 013016N

Gopal Kumar Kedia Place: New Delhi Partner Dated: 29.05.2014 Membership No. 054629

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Mar 31, 2013

We have audited the accompanying financial statements of MUDIT FINLEASE LIMITED which comprise the Balance Sheet as at March 31,2013 and the Statement of Profit and Loss Account for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statement

Management is responsible for the preparation of these financial statements thatgiveatrue and fairview of the financial position, financial performance of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the companies Act, 1956 "theAct".This responsibility includes the design, implementation and maintenance ofinternal control relevantto the preparation and presentation of the financial statements that give a true and fairview 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 thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether 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, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal control relevantto the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An auditalsoincludesevaluating 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 ouropinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by theAct in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

(a) In thecaseof Balance sheet, of the state ofthe affairs of the company asatMarch 31,2013;

(b) In the case of the statement of profit & Loss, of loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by theCompanies (Auditor''s Report) Order, 2003 issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. We enclose in the Annexurea statement on the matters specified in paragraphs 4 and 5 ofthe said order.

2. As required bysection 227(3) oftheAct, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

(b) In our opinion books of accounts as required by the law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet and Statement of Profit and Loss dealtwith by this Report, are inagreementwith the books of accounts.

(d) In ouropinion the Balance Sheet Statement of Profits Loss comply with the Accounting Standards referred to in Sub Section 3(c) of Section 211 ofthe CompaniesAct, 1956;

(e) On the basis of written representation received from the directors as on 31st March 2013 and taken on record by the Board of Directors, we report thatnoneof the directors is disqualified as on 31stMarch 2013 from being appointed asadirectorin terms of clause (g)ofsub section (1) of Section 274 ofthe CompaniesAct, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. (a) According to the information and explanation given to us, the stock-in-trade (securities) are kept in demat and physical form. The same are reconciled/ verified with the demat account statements and physical stock by the management at the reasonable intervals.

(b) Procedures for verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There are no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. According to the information and explanation given to us, no material discrepancies were noticed on verification.

3. (a) The company has not granted unsecured loans to any person covered in the register maintained u/ s 301 of the companies Act, 1956, during the year.

(b) The terms and conditions of unsecured loans granted by the company in the earlier year and received back in current year, are prima facie not prejudicial to the interest of the company.

(c) The payment of the principal amount and interest are regular.

(d) The company has taken/accepted unsecured loan from the parties covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding was Rs. 2,57,44,679/- during the year and one party was involved during the year.

(e) The terms and condition of loans taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company.

(f) The terms related to payment of the principal amount are not stipulated.

4. In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory (securities) and fixed assets and for the sale of goods. During the course of audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, the particulars of contracts or arrangements with the parties referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are resonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, no deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules framed thereunder has been accepted by the company.

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

8. The Company is not required to maintain cost records pursuant to the Rules made by the Central Govenment for the maintenance of cost records under Section 209(1 )(d) of the Act.

9. According to the information and explanations given to us, the company was regular in paying the applicable statutory dues. There are no undisputed statutory dues payable in respect of provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues which was outstanding as at the last day of the financial year for a period of more than six months from the date they became payable. The clause ix(b) of the paragraph 4 of the order is not applicable to the company.

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash loss in the current financial year, but, company had incurred a cash loss of Rs. 76,231/- in the immediately preceding financial year.

11. The company had neither taken any loan from the financial institutions nor from banks nor issued any debentures, hence, there is no question of repayment of dues to financial institution or a bank.

12. 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 or mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the company.

14. According to information and explanations given to us, the company has kept proper records of its transactions and contracts in dealing in or trading in shares, securities, debentures and other investments and the timely entries have, generally, been made therein. The shares, securities, debentures and other investments have been held in the name of the company.

15. On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions.

16. According to information and explanations given to us, the company has not taken any term loans during the year.

17. Based on an overall examination of the Balance Sheet of the company for the year, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, during the year.

19. The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) of the Order are not applicable to the company.

20. The company has not raised any money from the public during the year under audit.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.



ForM/s. G. K. KEDIA&CO.

(Chartered Accountants)

Firm Registration No. : 013016N

Gopal Kumar Kedia

Place: New Delhi (Partner)

Dated: 29.05.2013 M.No. 054629

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Mar 31, 2012

We have audited the annexed Balance sheet of MUDIT FINLEASE LIMITED, as at 31/03/2012 and the Statement of Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's manage- ment. 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 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 overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. This report includes a statement on the matters specified in paragraph 4 and 5 of the Compa- nies (Auditor's Report) Order, 2003 (as amended), issued by the Central Government, in terms of section 227 (4A) of the companies Act, 1956.

2. Further to our comments in the annexure referred to in paragraph 1 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 books of accounts as required by the law have been kept by the Company so far as it appears from the examination of such books;

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

(d) In our opinion the Balance Sheet, Statement of Profit & Loss Account and the Cash Flow Statement, comply with the accounting standards referred to in Sub Section 3(c) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the directors as of 31/03/2012 and taken on record by the board of directors, we report that none of the directors is disqualified as of 31/03/2012 from being appointed as a director 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, read with notes to Financial Statement, the said accounts give the information required by the Companies Act, 1956, in the manner so required give a true and fair view:

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31/03/2012 and;

(ii) In the case of the Statement of Profit and Loss Account, of the loss of the Company 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 TO THE AUDITORS' REPORT

1. (a) The company has maintained proper records showing particulars including quantitative details

and situation of fixed assets.

(b) Fixed assets have been physically verified by the management at reasonable intervals; No mate- rial discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. (a) According to the information and explanation given to us, the stock-in-trade (securities) are kept in demat and physical form. The same are reconciled/ verified with the demat account statements and physical stock by the management at the reasonable intervals.

(b) Procedures for verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There are no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. According to the information and explanation given to us, no material discrepancies were noticed on verification.

3. (a) The company has not granted unsecured loans to any person covered in the register maintained u/s 301 of the companies Act, 1956, during the year.

(b) The terms and conditions of unsecured loans granted by the company in the earlier year and received back in current year, are prima facie not prejudicial to the interest of the company.

(c) The payment of the principal amount and interest are regular.

(d) The company has taken/accepted unsecured loan from the parties covered in the register main- tained u/s 301 of the Companies Act, 1956. The maximum amount outstanding was Rs. 1,86,00,000/ during the year and one party was involved during the year.

(e) The terms and condition of loans taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company.

(f) The terms related to payment of the principal amount are not stipulated.

4. In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory (securities) and fixed assets and for the sale of goods. During the course of audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, the particulars of contracts or arrange

ments with the parties referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are resonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, no deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules framed thereunder has been accepted by the company.

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

8. The Company is not required to maintain cost records pursuant to the Rules made by the Central Govenment for the maintenance of cost records under Section 209(1)(d) of the Act.

9. According to the information and explanations given to us, the company was regular in paying the applicable statutory dues. There are no undisputed statutory dues payable in respect of provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues which was outstand- ing as at the last day of the financial year for a period of more than six months from the date they became payable. The clause ix(b) of the paragraph 4 of the order is not applicable to the company.

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash loss in the immediately preceding financial year, but, company has incurred a cash loss of Rs. 76,231/- in the current financial year.

11. The company had neither taken any loan from the financial instituations nor from banks nor issued any debentures, hence, there is no question of repayment of dues to financial institution or a bank.

12. 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 or mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the company.

14. According to information and explanations given to us, the company has kept proper records of its transactions and contracts in dealing in or trading in shares, securities, debentures and other invest- ments and the timely entries have, generally, been made therein. The shares, securities, debentures and other investments have been held in the name of the company.

15. On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions.

16. According to information and explanations given to us, the company has not taken any term loans during the year.

17. Based on an overall examination of the Balance Sheet of the company for the year, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, during the year.

19. The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) of the Order are not applicable to the company.

20. The company has not raised any money from the public during the year under audit.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s. G. K. KEDIA & CO.

(Chartered Accountants) Firm Registration No. : 013016N

Gopal Kumar Kedia

Place : New Delhi (Partner)

Dated: 15-05-2012 Membership No. 054629

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Mar 31, 2010

We have audited the annexed Balance Sheet of MUDIT FINLEASE LIMITED, as at 31/03/2010 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. This report includes a statement on the matters specified in paragraph 4 and 5 of the Companies (Auditors Report) Order, 2003 (as amended), issued by the Central Government, in terms of section 227 (4A) of the companies Act, 1956.

2. Further to our comments in the annexure referred to in paragraph 1 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 books of accounts as required by the law have been kept by the Company so far as it appears from the examination of such books;

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

(d) In our opinion the Balance Sheet, Profit & Loss Account and the Cash Flow Statement, comply with the accounting standards referred to in Sub Section 3(c) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the directors as of 31/03/2010 and taken on record by the board of directors, we report that none of the directors is disqualified as of 31/03/2010 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(f) The company has changed its accounting policy related to recognition of interest income and interest expenses at the end of each quarter to at the time of squared up of interest bearing loan accouts or at the end of financial year, which ever is earlier. However, both of above referred changes dont have any effect on the profit of the company at the year end as compared to the previous year.

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, read with notes on Accounting and Accounting Policies mentioned in schedule-16, the said accounts give the information required by the Companies Act, 1956, in the manner so required give a true and fair view:

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31/03/2010 and;

(ii) In the case of the Profit and Loss Account, of the loss of the Company 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 TO THE AUDITORS REPORT

1. (a) The company has maintained proper records showing particulars including quantitative details and situation of fixed assets. However, the same is need to be updated.

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. (a) According to the information and explanation given to us, the stock-in-trade (securities) are

kept in demat and physical form. The same are reconciled/ verified with the demat account statements and physical stock by the management at the reasonable intervals.

(b) Procedures for verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There is no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. According to the information and explanation given to us, no material discrepancies were noticed on verification.

3. (a) The company has not granted unsecured loans to any person covered in the register

maintained u/s.301 of the companies Act,1956, during the year.

(b) The terms and conditions of unsecured loans granted by the company in the earlier year and received back in current year, are prima facie not prejudicial to the interest of the company.

(c) The payment of the principal amount and interest are regular.

(d) The company has taken unsecured loans of Rs. 305 Lacs from two parties covered in the register maintained u/s 301 of the companies Act-1956.

(e) The terms and condition of loans taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company.

(f) The terms related to payment of the principal amount are not stipulated.

4. In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory (securities) and fixed assets and for the sale of goods. During the course of audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, the particulars of contracts or

arrangements with the parties referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are resonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, no deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules framed thereunder has been accepted by the company.

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

8. The Company is not required to maintain cost cecords pursuant to the Rules made by the Central Govenment for the maintenance of cost records under Section 209 (1)(d) of the Act.

9. According to the information and explanations given to us, the company was regular in paying the applicable statutory dues. There are no undisputed statutory dues payable in respect of provident fund, investor education protection fund, employees‘ state insurance, income tax, sales, tax wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues which was outstanding as at the last day of the financial year for a period of more than six months from the date they became payable. The clause ix(b) of the paragraph 4 of the order is not applicable to the company.

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

11. The company had neither taken any loan from the financial instituations nor from banks nor issued any debentures, hence, there is no question of repayment of dues to financial institution, or a bank.

12. 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 or mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the company.

14. According to information and explanations given to us, the company has kept proper records of its transactions and contracts in dealing in or trading in shares, securities, debentures and other investments and the timely entries have, generally, been made therein. The shares, securities, debentures and other investments have been held in the name of the company.

15. On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions.

16. According to information and explanations given to us, the company has not taken the term loans during the year.

17. Based on an overall examination of the Balance Sheet of the company for the year, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, during the year.

19. The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) of the Order are not applicable to the company.

20. The company has not raised any money from the public during the year under audit.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s. AHUJA ARORA & ASSOCIATES (Chartered Accountants)

ARUN AHUJA

Place : NEW DELHI (Partner)

Date : 29th May, 2010 Membership.No. 80768