Auditor Report of NPR Finance Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of NPR Finance Limited, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statement that give a true and fair view of the financial position, financial performance 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of 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. An audit also includes valuating 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 standalone financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order 2015 issued by the Government of India in terms of sub section (11) of sec 143 of the Companies Act, 2013, we annex herewith an annexure on statement on the matters specified in paragraph 3 & 4 of the said 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 and proper returns adequate for the purposes of our audit have been received from the branches.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

d. 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) Rules, 2014.

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

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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer point No (ii) of notes 2.26 to the financial statements.

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amount which were required to be transferred to the Investor Education and Protection Fund by the company.

Annexure to the Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the company on the standalone financial statements for the year ended 31st March 2015, we report that:

(i) (a) The company has maintained proper Fixed Assets Register showing full particulars including quantitative details and situation of fixed assets.

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(ii) (a) As informed, the inventory has been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the explanation given to us, the procedure of physical verification followed by the management is reasonable and adequate in relation to size of the company and nature of its business.

(c) The company has maintained proper records of inventories. As explained and reported to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) The company has granted unsecured loans to the entities covered in the register maintained under section 189 of the Companies Act, 2013.

(a) The receipt of Principal amount as well as interest is regular. However, the terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the order is not applicable to the company in respect of repayment of the principal amount.

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the entities listed in the register maintained u/s 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and the sale of services. During the course of our audit, we have not observed any continuing major weakness in internal control system.

(v) The Company has not accepted any deposit from the public covered under the terms of section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act & rules framed there under.

(vi) As explained to us, the Central Government has prescribed the maintenance of cost records under sub- section (1) of Section 148 of the Companies Act, 2013.However, we have not made a detailed examination of these records.

(vii) (a) According to the records given to us by the company, undisputed statutory dues including provident fund, employee state insurance, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues have been regularly deposited with the appropriate authorities. There are no arrear of outstanding statutory dues at the last day of Financial year for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us there are no disputed statutory liabilities with respect to above.

(c) As informed to us, no amount is required to be transferred to Investor Education and Protection Fund during the year.

(viii) The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit as well as in the immediately preceding financial year.

(ix) Based on our audit procedure and as per the information provided to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks at the end of financial year covered by the audit.

(x) As informed, the Company has not given any guarantee for loans taken by others from banks or Financial Institutions during the year, hence this clause is not applicable.

(xi) The Company has not raised any term loan during the year.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no material fraud on the company has been noticed or reported during the year.

For R.P.BOOBNA & CO Chartered Accountants Registration No. 304093E

PANKAJ KAKARANIA Place : Kolkata Partner Dated : The 27th Day of May, 2015 Membership No.: 053304

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Mar 31, 2014

1 We have audited the accompanying financial statements of NPR Finance Limited, ("the Company"), which comprise the Balance Sheet as at March 31st 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2014, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3 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.

4. An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditors''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 the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014; ii) In the case of Statement of Profit and Loss, of the profit for the year ended on that date; and ill) 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 Requirement

7. 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 enclose in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

8. As required by Section 227(3) of the Act, we report that:

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 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, the statement of profit & Loss, and the cash flow statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the statement of profit & Loss, and the cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act.

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

Annexure to Independent Auditors'' Report

Referred to in Paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirement" of our report on even date.

(i) In respect of its fixed assets :

a. As informed, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. As Explained to us all the fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c. During the year, the Company has not disposed off any substantial part of the assets. (ii) In respect of its inventories :

a. As explained to us, the inventory has been physically verified by the management during the year and frequency of verification is reasonable.

b. In ouropinion and according to the information and explanations given to us, the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c. The company has maintained proper records of inventories. As explained and reported to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) In respect of loans, Secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956 :

a. The Company has granted unsecured loan to five Companies/Limited Liability Partnership Firms covered in the register maintained under section 301 of the Act. The outstanding balance at the end of the financial year covered by the audit is 11763.39 lacs. Maximum Amount outstanding during the year was 11896.39 Lacs.

b. In our opinion, the rate of interest and other terms and conditions of such loan given by the company are not prima facie prejudicial to the interest of the company.

c. The loan and interest amount is payable on demand.

d. The Company has taken unsecured loan from one Company covered in the register maintained under section 301 of the Act. The outstanding balance at the end of the financial year covered by the audit is Nil. Maximum Amount outstanding during the year was t 63.75 Lacs.

e. In our opinion, the rate of interest and other terms and conditions of such Inter Corporate deposit accepted by the company are not prima facie prejudicial to the interest of the company.

f. The Payment of principal amount and interest are regular.

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

(v) In respect of transactions covered under Section 301 of the Companies Act 1956 :

a. there are particulars of contracts or agreements that have been entered in the register maintained.

b. Such Transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has accepted deposits from the public in accordance with the directives issued by the "Reserve Bank of India" and complied with the same. After 18th April 2012, the company has not accepted any fresh deposits & it has made application with Reserve Bank of India for conversion into Non Deposit Taking Company vide letter dated 24.03.2014.

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

(viii) Central Government has prescribed maintenance of cost record under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 and the accounts and the records have been made & maintained.

(ix) In respect of statutory dues:

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, Service Tax, Wealth Tax, Customs Duty, Excise duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. There are no arrears of Outstanding Statutory dues at the last day of the Financial year for a period of more than six months from the date they become payable.

b. There are no disputed dues with respect to aforesaid taxes & duties.

(x) The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit as well as in the immediately preceding financial year.

(xi) Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks at the end of the financial year covered by the audit.

(xii) In our opinion and according to the explanation and based on the information made available to us, no loan and advances have been granted by the company against the fixed deposits of the company.

(xiii) In our opinion, the Company is not a Chit Fund/Nidhi/Mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order 2003 are not applicable to the Company.

(xiv) The Company has maintained proper records of the transaction and contracts in respect of the dealing ortrading in share, securities and debentures and other investment and timely entries have been made therein. All shares, debentures and other investment, if any, have been held by the company in its own name.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) During the year, the Company has raised term loan and these were applied for the purpose for which loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis have been used for long-term investments.

(xviii) During the year, 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.

(xix) The Company has not raised any money by way of debentures issued during the financial year covered by the audit.

(xx) The Company has not raised any money by way of public issue during the year.

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

For R. P. Boobna & Co.

Chartered Accountants

Registration No. : 304093E

Pankaj Kakarania

Place : Kolkata Partner

Dated : The 16th Day of May, 2014 Membership No. : 053304

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Mar 31, 2012

1 We have audited the attached Balance Sheet of M/S. NPR FINANCE LIMITED as at 31st March, 2012 and the Profit and Loss Account and Cash Flow Statement 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

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

II. In our opinion proper books of accounts, as required by law, have been kept by the Company as far as appears from our examination of those books.

III. The Balance sheet, Profit & loss account and Cash Flow Statement dealt with by this report are in agreement with the books of Accounts.

IV. In our opinion the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

V. On the basis of written representations received from the directors, as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 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.

VI. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting policies and other notes there on give the information required by the companies Act, 1956, in the manner so required, and give a true and fair view, in conformity with the accounting principles generally accepted in India:

a) In so for as it relates to Balance Sheet, of the state of affair of the Company as at 31st March, 2012.

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

c) And in so far as it relates to Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report

Referred to in Paragraph 3 of our report of even date

1. In respect of its fixed assets.

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

b. As explained to us. the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, the company has disposed off only part of Motor Vehicles. According to the information and explanations given to us, we are of the opinion that the sale of the said assets has not affected the going concern status of the company.

2. In respect of its inventories:

a) As explained to us, the management has conducted physical verification of stock at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of stock and as reported and explained to us by the management, no material discrepancies were noticed on physical verification of stocks.

3. In respect on loans, Secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a. The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, clause 3(b) to 3 (d) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

b. The Company has taken Fixed Deposits from Twenty six parties covered in the register maintained under section 301 of the Act. At the year end outstanding balance of such deposits was Rs. 142.13 lacs.

c. In our opinion, the rate of interest and other terms and conditions of such loan are prima facie not prejudicial to the interest of the company.

d. The payments of principal amounts and interest have been regular during the year.

4. In our opinion and according to the information and explanations given to us, 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, fixed assets and for the sale of goods and services. During the course of audit, we have not observed any major weakness in internal control system.

5. In respect on transactions covered under Section 301 of the Companies Act 1956:

a. In our opinion and according to the information and explanations given to us, there are no particulars of contracts or agreements required to be entered into in the register in pursuance of Section 301 of the Companies Act, 1956. Therefore, clause 5(b) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

6. The Company has accepted deposits from the public in accordance with the directives issued by the Reserve Bank of India and has complied with the same.

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

8. In our opinion the companies is not a manufacturing Company. Therefore clause 4 (viii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

9. In respect of statuary dues:

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, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year. '

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to financial institutions, banks.

12. In our opinion and according to the information and explanation given to us, the Company has not granted loans against Companies Fixed Deposits.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and others investment and timely entries have been made therein. All shares, debenture and other investment, if any, have been held by the Company in its own name.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that no funds raised on short term basis have been used for long-term investments & vice- versa.

18. During the year 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 raised any money by way of debentures issued.

20. The company has not raised any money by way of public issue during the year.

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

For L. N. Todi & Co.

Chartered Accountants

Registration No.: 304022E

Lalit Kumar Todi

Partner

Membership No.: 054847

Place: Kolkata

Dated : The 30th Day of May,2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S. NPR FINANCE LIMITED as at 31st March,2010 and the Profit and Loss Account and 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by.the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in theAnnexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

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

II. In our opinion proper books of accounts, as required by law, have been kept by the Company as far as appears from our examination of those books.

III. The Balance Sheet, Profit and LossAccount and Cash Flow Statement

IV. Dealt with by this report are in agreement with the books of account.

V. In our opinion the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

VI. On the basis of written representations received from the directors, as on 31" March, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31" March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

VII. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting policies and other notes there on give the information required by the companies Act, 1956, in the manner so required, and give a true and fair view, in conformity with the accounting principles generally accepted in India:

a.In so for as it relates to Balance Sheet,of the state of affair of the Company as at 31st, March,2010.

b In,so for as it relates to the Profit and LossAccount, of the profit of the company forthe year ended on that date. And

c. In so far as it relates to Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report Referred to in Paragraph 3 of our report of even date

1. In respect of its fixed assets.

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

b. As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, the company has disposed off part of Fixed Assets. According to the information and explanations given to us, we are of the opinion that the sale of the said assets has not affected the going concern status of the company.

2. In respect of its inventories:

a. As explained to us, the management has conducted physical verification of stock at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of stock and as reported and explained to us by the management, no material discrepancies were noticed on physical verification of stocks

3. In respect on loans, Secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a. The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, clause 3(b) to 3 (d) of the Companies (Auditors Report) Order 20.03 is not applicable to the Company.

b. The Company has taken unsecured loans from twelve parties and Fixed Deposits from one hundred and three parties covered in the register maintained under section 301 of the Act. At the year end outstanding balance of such loans and deposits where Rs. 189 36 lacs and Rs. 363.48 lacs respectively.

c. In our opinion, the rate of interest and other terms and conditions of such loan are prima facie not prejudicial to the interest of the company.

d. The payment of principal amounts and interest have been regular during the year. At the end of the year Rs. 84.02 Lacs deposits were unclaimed.

4. In our"opinion and according to the information and explanations given to us, 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, fixed assets and for the sale of goods and services. During the course of audit, we have not observed any major weakness in internal control system.

5. In respect on transactions covered under Section 301 of the Companies Act 1956:

a. In our opinion and according to the information and explanations given to us, there are no particulars of contracts or agreements that to be entered into in the register in pursuance of Section 301 of the Companies Act, 1956. Therefore, clause 5(b) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

6. The Company has accepted deposits from the public in accordance with the directives issued by the Reserve Bank of India and has complied with the same

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

8. In our opinion the companies is not a manufacturing Company. Therefore clause 4 (viii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

9. In respect of statutory dues:

a. According to the recordsof the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31" March, 2010 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceeding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to financial institutions, banks.

12. In our opinion and according to the information and explanation given to us, the Company has granted loans against Cos Fixed Deposits and has maintained adequate documents and records.

13 In our opinion, the Company is not a chit fund or a nidhi /mutual fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and others investment and timely entries have been made therein. All shares, debenture and other investment have been held by the Company in its own name.

15.. The Company has not given any guarantees for loans taken by othersfrom banks or financial institutions.

16. The Company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that no funds raised on short term basis have been used for long-term investments.

18. During the year 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 raised any money by way of debentures issued.

20. The company has not raised any money by way of public issue during the year.

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

For L. N. Todi & Co.

Chartered Accountants Registration No. : 304022E

Pankaj Kakarania

Partner

Membership No. : 053304

Place : Kolkata

Dated : The 28th Day of May, 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/S NPR FINANCE LIMITED as at 31sl March,2009 and the Profit and Loss Account and 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

I. We have obtained all the information and explanations which to thebestofourknowledgeandbeliefwere necessary for the purpose of our audit.

II. In our opinion proper books of accounts, as required by law, have been kept by the Company so far as appears from our examination of those books.

III. The Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

IV. In our opinion the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act 1956.

V. On the basis of written representations received from the directors, as on 31.03.09 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31.03.09 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

VI. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting policies and other notes there on give the information required by the companies Act, 1956, in the manner so required, and give a true and fair view, in conformity with the accounting principles generally accepted in India:

a) In so for as it relates to Balance Sheet, of the state of affair of the Company as at 31s March 2009.

b) In so for as it relates to the Profit and loss Account, of the profit of the company for the year ended on that date. And

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

Annexure to Auditors Report

Referred to in Paragraph 3 of our report of even date

1. In respect of its fixed assets.

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

b. As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such of physical verification.

c. During the year, the company has disposed off part of Fixed Assets. According to the information and explanations given to us, we are of the opinion that the sale of the said assets has not affected the going concern status of the company. . ,<

2. In respectof its inventories:

a) As explained to us, the management has conducted physical verification of stock at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of stock and as reported and explained to us by the management, no material discrepancies were noticed on physical verification of stocks.

3. In respect on loans, Secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

a. The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, clause 3(b) to 3(d) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

b. The Company has taken Unsecured loans from Five parties and Fixed Deposits from Fifty-eight parties covered in the register maintained under section 301 of the Act. At the year end outstanding balance of such loans and deposits were Rs. 94.77 lacs and Rs. 592.01 lacs respectively.

c. In our opinion, the rate of interest and other terms and conditions of such loan are prima facie not prejudicial to the interest of the company.

d. The payment of principal amounts and interest have been regular during the year. At the end of the year Rs. 473.07 lacs deposits were unclaimed.

4. In our opinion and according to the information and explanations given to us. 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, fixed assets and for the sale of goods and services. During the course of audit, we have not observed any major weakness in internal control system.

5. In respect on transactions covered under Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, there are no particulars of contracts or agreements that to be entered into in the register in pursuance of Section 301 of the Companies Act. 1956. Therefore, clause 5(b) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

6. The Company has accepted deposits from the public in accordance with the directives issued by the Reserve Bank of India and has complied with the same.

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

8. In our opinion the Company is not a manufacturing Company. Therefore clause 4 (viii)of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

9. In respect of statuary dues:

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, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31s March, 2009 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has riot defaulted in repayment of dues to financial institutions, banks.

12. In our opinion and according to the information and explanation given to us, the Company has granted loans against Cos Fixed Deposits and has maintained adequate documents and records.

13. In our opinion, the Company is not chit fund or a nidhi /mutual fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and others investment and timely entries have been made therein. All shares, debenture and other investment have been held by the Company in its own name.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that no funds raised on short term basis have been used for long-term investments.

18. During the year 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 raised any money by way of debentures issued.

20. The company has not raised any money by way of public issue during the year.

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

For L N Todi & Co.

Chartered Accountants

Pankaj Kakarania Partner

PLACE : Kolkata

Dated The 30th Day of June, 2009