Auditor Report of Oasis Nutraceuticals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SAM LEASECO LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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 statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; 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 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 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.

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/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ( CARO 2015) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order to the extent applicable.

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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules 2014, the extent applicable.

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, 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 Companies Act, 2013.

(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 explanations given to us :

i) The company has disclosed the impact of pending litigations on its financial position in its financial position in its standalone financial statements – refer Note 20 to the standalone financial statements.

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, The company did not have long term contracts including derivative contracts except forward contract.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection fund by the company.

Annexure to the Independent Auditor's Report

[ Referred to in paragraph 1 under ' Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Sam Leaseco Limited on the financial statements for the year ended 31st March, 2015]

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

(b) All 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 the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. There are no Inventories in the company therefore this clause is not applicable.

3 According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. According to the information and explanations given to us, no material discrepancies were noticed.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Section 73 to 76 of the Act and the rules framed there under.

6. As informed to us, maintenance of cost records under section 148 (1) of the Companies Act, 2013 is not applicable to the Company.

7. a) According to the information and explanations given to us and on the basis of the examination of the books of account, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Value Added Tax, Customs Duty, Excise Duty, cess and other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other undisputed statutory dues were outstanding at the yearend for a period of more than six months from the date they became payable.

According to the records of the Company, disputed Municipal Property Tax together with Penalty not deposited on account of dispute are as follows.

Name of Statute / Amount Rs, in lacs Period to whichthe Forum where dispute

Description amount relates is pending

Workmen compensation 45,174/- 1997-98 04.09.1996

The custodian under special court (Trial of offence relating to transactions in security act 1992)

Loan 27,33,157/- 1993-94 01.04.1992

Interest 92,15,092/- 1993-94 to 2011-12 Immediate

c) As informed to us, there were no amount, which is required to be transferred, to the Investor Education and Protection fund in accordance with the relevant provisions of companies Act, 1956 (1 of 1956) and rules made there under.

8. The Company's accumulated losses at the end of the financial year are less than fifty percent of its net worth. However, it has accumulated losses of Rs, 43,25,390/- at the end of the financial year and it has incurred losses of Rs, 6,74,868/- in the current year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks. The Company does not have any borrowings by way debentures.

10. According to the information and explanations given to us, the Company has not given guarantee for loans taken by its subsidiary from banks or financial institutions.

11. The Company has no term loans outstanding during the year.

12. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Pulindra Patel & Co.

Chartered Accountants

FRN No.115187W

Sd/-

(Pulindra Patel)

Proprietor

Membership No. 048991

Place : Mumbai

Date : 29th May, 2015

---

Mar 31, 2014

We have audited the attached Balance Sheet of SAM LEASECO LIMITED as at 31st March, 2014 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the th ccounting Standards notified under the Companies Act, 1956, read with General Circular 15/2013 dated 13 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.

Auditors'' 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

ii) in the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, read with 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 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

Annexure (Referred to in 3rd paragraph of our report of even date) 1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All 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 the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our Opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. There are no Inventories in the company therefore this clause is not applicable.

3. a) According to the information and explanations given to us, the company has granted loan to one party covered in the register maintained under Section 301 of the Act, maximum amount involved during the year is Rs. 1,718,999/- and year end balance is Rs. 1,697,599/-

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest has been regular.

d) There is no overdue amount of loans granted to companies, listed in the register maintained under section 301 of the Companies Act, 1956.

e) According to the information and explanations given to us, the Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956 maximum amount involved during the year is Rs. 213,500/- and year end balance is Rs. 213,500/- .

f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans taken are not prima facie prejudicial to the interest of the company.

g) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

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 and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act,1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the Register maintained under Section 301 of the Act, have been so entered.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees Five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act.

9. a) According to the information and explanations given to us and on the basis of the examination of the books of account, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other undisputed statutory dues were outstanding, at the year end for a period of more than six months from the date they became payable.

c) The company did not have to pay any disputed dues except workman compensation and the office of the custodian as under :

Amount Period to which the Name of Statute / Description Due Date

(in Rs.) amount relates

Workmen compensation 45,174/- 1997-98 04.09.1996

The custodian under special court (Trial of offence relating to transactions in security act 1992)

Loan 27,33,157/- 1993-94 01.04.1992

Interest 92,15,092/- 1993-94 to Immediate 2011-12

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

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company does not have any borrowings from financial institution or by way of debentures.

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

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

14. In respect of dealing in shares, debentures, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company had not given guarantee for loan taken by subsidiary from a bank.

16. The Company did not have any term loans outstanding during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment, though surplus funds which were not required for immediate utilisation have been gainfully invested in Shares, Mutual Fund, Liquid Fund and investments payable on demand.

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

19. The Company has not issued any debentures during the year.

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

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Pulindra Patel & Co.

Chartered Accountants

FRN No. 115187W

Sd/-

(Pulindra Patel)

Place: Mumbai Proprietor

Date: 28th May, 2014 Membership No. 48991

---

Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of SAM LEASECO LIMITED as at 31st March'' 2013 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position'' financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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

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

A n audit includes examining on a test basis'' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management'' as well as evaluating the overall financial statement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us'' the said accounts together with notes thereon'' give the information required by the Companies Act'' 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) in the case of Balance Sheet'' of the state of affairs of the Company as at 31st March''2013;

ii) in the case of Profit and Loss Account'' of the Profit of the Company for the year ended on that date; and

iii) in the case of Cash Flow Statement'' of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

Further to our comments in the Annexure referred to above'' we report that:

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

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

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

d) In our opinion'' the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act'' 1956.

e) On the basis of the written representations received from the directors'' as on 31st March'' 2013 and taken on record by the Board of Directors'' we report that none of the directors is disqualified as on 31st March'' 2013 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act'' 1956.

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

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

(b) All 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 the Company and the nature of its assets. According to the information and explanations given to us'' no material discrepancies were noticed on such verification.

(c) In our Opinion'' the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. There are no Inventories in the company therefore this clause is not applicable.

3. a) According to the information and explanations given to us'' the company has granted loan to one party covered in the register maintained under Section 301 of the Act'' maximum amount involved during the year is ? 2''534''599/- and year end balance is * 1''718''999/-

b) In our opinion and according to the information and explanations given to us'' the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

c) In respect of loans granted'' repayment of the principal amount is as stipulated and payment of interest has been regular.

d) There is no overdue amount of loans granted to companies'' listed in the register maintained under section 301 of the Companies Act'' 1956.

e) According to the information and explanations given to us'' the Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act'' 1956 maximum amount involved during the year is ? 2''10''000/- and year end balance is? 2''10''000/- .

f) In our opinion and according to the information and explanations given to us'' the rate of interest and other terms and conditions for such loans taken are not prima facie prejudicial to the interest of the company.

g) In respect of loans taken'' repayment of the principal amount is as stipulated and payment of interest has been regular

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 and fixed assets and for the sale of goods and services. During the course of our audit'' no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act'' 1956:

(a) In our opinion and according to the information and explanations given to us'' the transactions made in pursuance of contracts or arrangements'' that need to be entered in the Register maintained under Section 301 of the Act'' have been so entered.

(b) In our opinion and according to the information and explanations given to us'' the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees Five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act.

9. a) According to the information and explanations given to us and on the basis of the examination of the books of account'' the Company has been regular in depositing undisputed statutory dues including Provident Fund'' Investor Education and Protection Fund'' Employees'' State Insurance'' Income-tax'' Sales-tax'' Wealth tax'' Service tax'' Customs Duty Excise Duty'' cess and other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us'' no undisputed amounts payable in respect of Provident Fund'' Investor Education and Protection Fund'' Employees'' State Insurance'' Income tax'' Sales tax'' Wealth tax'' Service tax'' Customs Duty'' Excise Duty'' cess and other undisputed statutory dues were outstanding'' at the year end for a period of more than six months from the date they became payable.

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

11. Based on our audit procedures and as per the information and explanations given by the management'' we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company does not have any borrowings from financial institution or by way of debentures.

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

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore'' the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order'' 2003 (as amended) are not applicable to the Company.

14. In respect of dealing in shares'' debentures'' securities and other investments'' in our opinion and according to the information and explanations given to us'' proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares'' securities'' debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us'' the Company had not given guarantee for loan taken by subsidiary from a bank.

16. The Company did not have any term loans outstanding during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment'' though surplus funds which were not required for immediate utilisation have been gainfully invested in Shares'' Mutual Fund'' Liquid Fund and investments payable on demand.

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

19. The Company has not issued any debentures during the year.

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

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management'' we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Pulindra Patel & Co.

Chartered Accountants FRN No. 115187W

Place: Mumbai Sd/-

Date: 30th May'' 2013 (Pulindra Patel)

Proprietor

Membership No. 48991

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of SAM LEASECO LIMITED as at 31st March 2012, Profit and Loss Account and also Cash Flow Statement for the vear 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors'' Report) Order 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraph 4 and 5 of the said order.

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 the books.

c) the Balance Sheet, Profit and Loss Account 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, Profit and Loss Account and the Cash flow statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Company, 1956 in so far as they apply to Company.

e) in our opinion and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956.

f) in our opinion and to the best of our information and according to the explanations given to us the said accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view 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 2012;

ii) in the case of the Profit and Loss Account, of the loss of the Company for year ended on that date; and

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

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of the fixed assets during the year.

(ii) The Company has not granted/taken any loans to/from any Company, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iii) According to the information and explanations given to us, there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(iv) The Company being a "Non Banking Financial Company"(NBFC), section 58A of the Companies Act, 1956 is not applicable except section 58A(2)(b). In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the RBI for NBFC''s except (a) maintenance of minimum percentage of liquid assets (b) not regularizing public deposits held in excess of permissible limits and (c) non-submission of various returns to Reserve Bank of India.

(v) The Company does not have internal audit system.

(vi) (a) According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance fund, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues which have remained outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) The Company did not have to pay any disputed dues except workman compensation and the office of the custodian as under :

SR PARTICULARS ASST. YEAR AMOUNT DUE DATE NO.

1 Workman compensation 1997-98 45,174/- 04.09.1996

2 The Custodian under special court (Trial of offences relating to transactions in securities) Act,1992.

Loan 1993-94 27,33,157/- 01.04.1992

Interest 1993-94 to 92,15,092/- immediate 2011-12

(vii) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. It has incurred cash losses of Rs. 12,33,503/- in current financial year & Rs. 5,03,064/- in immediately preceding financial year.

(viii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Hence the clause 4(xiii) of the CARO 2003 is not applicable to the company.

(ix) The Company has maintained proper records in respect of the transactions and contracts in respect of trading in shares, securities, debentures and other securities and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the Company in its own name.

(x) According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) 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.

In view of the nature of business carried on by the Company and absence of conditions prerequisite to the reporting requirements of clauses 4 (ii), (iv), (viii), (xii), (xvi), (xvii), (xviii), (xix) and (xx) of CARO, 2003, the said clauses are, at present, not applicable.

Ganesh & Rajendra Associates

Chartered Accountants

Firm Reg no. 103055W

(Ganesh Mehta)

Partner

Memno.32939

Place: Mumbai

Dated: 31st August 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of SAM LEASECO LIMITED as at 31st March 2010, Profit and Loss Account and also 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraph 4 and 5 of the said order.

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 the books.

c) the Balance Sheet, Profit and Loss Account 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, Profit and Loss Account and the Cash flow statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Company, 1956 in so far as they apply to Company.

in our opinion and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956.

f) in our opinion and to the best of our information and according to the explanations given to us the said accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view 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 2010;

ii) in the case of the Profit and Loss Account, of the loss of the Company for year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 3 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) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any part of the fixed assets during the year.

(ii) The Company has not granted/ taken any loans to/from any Company, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iii) According to the information and explanations given to us, there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(iv) The Company being a "Non Banking Financial Company"(NBFC), section 58A of the Companies Act, 1956 is not applicable except section 58A(2)(b). In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the RBI for NBFCs except (a) maintenance of minimum percentage of liquid assets (b) not regularizing public deposits held in excess of permissible limits and (c) non-submission of various returns to Reserve Bank of India.

(v) The Company does not have internal audit system.

(vi) (a) According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance fund, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues which have remained outstanding as at 31st March 2010 for a period of more than six months from the date they became payable. (b) The Company did not have to pay any disputed dues except income tax, workman compensation and the office of the custodian as under:

SR. PARTICULARS ASST. YEAR AMOUNT DUE DATE

NO.

1 Workman compensation 1997-98 45,174/- 04.09.1996

2 The Custodian under special court (Trial of offences relating to transactions in securities) Act,1992.

Loan 1993-94 27,47,500/- 01.04.1992

Interest 1993-94 to 64,67,592/- immediate 2004-05

(vii) The Companys accumulated losses at the end of the financial year is more than fifty percent of its net worth. It has incurred cash losses of Rs. 12,05,311/- in current financial year & Rs. 5,04,159/- in immediately preceding financial year.

(viii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Hence the clause 4(xiii) of the CARO 2003 are not applicable to the company.

(ix) The Company has maintained proper records in respect of the transactions and contracts in respect of trading in shares, securities, debentures and other securities and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the Company in its own name.

(x) According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) 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.

In view of the nature of business carried on by the Company and absence of conditions prerequisite to the reporting requirements of clauses 4 (ii), (iv), (viii), (xii), (xvi), (xvii), (xviii), (xix) and (xx) of CARO, 2003, the said clauses are, at present, not applicable.

Ganesh Mehta

Partner

Membership No. 32939

For and on behalf of

Ganesh & Rajendra Associates

Chartered Accountants

ICAI Firm Registration No. 103055W

Place: Mumbai

Dated: 6 SEP 2010