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Auditor Report of Rajputana Investment & Finance Ltd.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/S. RAJPUTANA INVESTMENT & FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("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.

Auditor''s Responsibility

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

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

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013 ;

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Centra! Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the Order.

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

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

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

INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF RAJPUTANA INVESTMENT & FINANCE LIMITED

PAGE:2

c) The Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement referred to in 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 dealt with by this report are in compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to Independent Auditors'' Report to the Members of Rajputana Investment & Finance Limited

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date.)

i) The Company does not possess any Fixed Assets. Therefore, the question of maintaining any records, physical verification and disposal thereof does not arise.

ii) The Company is not a Trading and/or Manufacturing Company and hence does not have an Inventory.

iii) The Company has not taken any loan from or given any loan to Companies, firms or other parties covered in the Register maintained u/s.301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory fixed assete, and with regards to sale of goods wherever applicable. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to us, we are of the opinion that the Company did not enter into any transactions during the year under report that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank Directives does not arise.

vii) Since the Company does not have paid up capital and reserves exceeding fiftty Lac rupees at commencement of the financial year under report or average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year under report, the Company is not covered by the requirement of having an internal audit system.

viii) The rules regarding the maintenance of cost records are not applicable to the Company.

ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues as applicable to it including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues. As per the information and explanations given to us no undisputed amount in respect of the abovementioned statutory dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable and there are no such statutory dues which have not been deposited on account of any dispute.

x) The Company has been registered for a period more than five years and it does not have any accumulated losses at the end of the financial year under report and it has not incurred cash losses during the financial year covered by audit as well as during the immediately preceding financial year.

xi) The Company does not have any dues payable to financial institution, banks or debenture holder, hence, the question of any default in repayment thereof does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records therefor does not arise.

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

xiv) The Company is investing in shares and securities. Proper records have been maintained of the transaction and contracts and as informed by the management, timely entries have been made therein. AU shares have been held by the Company, in its own name in case of shares held in physical form and as a beneficial owner in case of shares held in dematerialised form.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of the terms and conditions whereof being prejudicial to the interest of the Company does not arise.

Annexure to Independent Auditors'' Report to the Members of Rajputana Investment & Finance Limited

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date.)

PAGE:2

xvi) The Company does not have any term loan, hence, the question of its applicability does not arise.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to any body during the year under report.

xix) The Company has not issued any debentures, hence, the question of creating securities thereagainst does not arise.

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

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year covered by our audit.

For AGARWAL SANGANERIA & CO. Chartered Accountants

BINA GUPTA Partner C. A. Membership No.060269

Kolkata, dated the Firm Regn.(with ICAI)No.317224E 3rd day of August, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of RAJfPUTANA INVESTMENT & FINANCE LIMITED as at 31st March, 2012 and also the Statement of Profit & Loss and the 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.

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 financial statements are free of material mis-statements. 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. With these comments we report that:

i) We have obtained ail 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 account as required by law have been kept by the Company so far as appears from our examination of such books.

iii) The Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement referred to in this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in compliance with the applicable Accounting Standards referred to in Section 21 l(3C) of the Companies Act, 1956.

v) On the basis of the information and explanations given to us by the management, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director, in terms of section 274(1 )(g) of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to explanations given to us, the said accounts subject to and read with notes as given in Note II thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view

(a) in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 ; and

(b) in so far as it relates to the Statement of Profit & Loss of the Profit for the year ended on that date.

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

As required by Companies (Auditor's Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and the records of the Company as we considered appropriate and as per the information and explanations given to us during the course of our Audit, we further report that in our opinion :

i) The Company does not possess any Fixed Assets. Therefore, the question of maintaining any records, physical verification and disposal thereof does not arise.

ii) The Company is not a Trading and/or Manufacturing Company and hence does not have an Inventory.

iii) The Company has not taken any loan from or given any loan to Companies, firms or other parties covered in the Register maintained u/s.301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets, and with regards to sale of goods wherever applicable. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to us, we are of the opinion that the Company did not enter into any transactions during the year under report that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank Directives does not arise.

vii) Since the Company does not have paid capital and reserves exceeding fifty Lac rupees at commencement of the financial year under report , or average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year under report, the Company is not covered by the requirement of having an internal audit system.

viii) The rules regarding the maintenance of cost records are not applicable to the Company.

ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues as applicable to it including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues. As per the information and explanations given to us no undisputed amount in respect of the abovementioned statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable and there are no such statutory dues which have not been deposited on account of any dispute.

x) The Company has been registered for a period more than five years and it does not have any accumulated losses at the end of the financial year under report and it has not incurred cash losses during the financial year covered by audit as well as during the immediately preceding financial year.

xi) The Company does not have any dues payable to financial institution, banks or debenture holder, hence, the question of any default in repayment thereof does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records therefor does not arise.

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

xiv) The Company is investing in shares and securities. Proper records have been maintained of the transaction and contracts and as informed by the management, timely entries have been made therein. All, the shares have been held by the Company, in its own name in case of shares held in physical form and as a beneficial owner in case of shares held in dematerialised form.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of the terms and conditions whereof being prejudicial to the interest of the Company does not arise.

xvi) The Company does not have any term loan, hence, the question of its applicability does not arise.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to any body during the year under report.

xix) The Company has not issued any debentures, hence, the question of creating securities thereagainst does not arise.

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

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year covered by our audit.

For AGARWAL SANGANERIA & CO. Chartered Accountants

P. K. AGARWAL Partner C, A. Membership No.53496 Firm Rcgn.(with ICAI) No.3179.74 F

Kolkata, dated the 3rd day of August, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of RAJPUTANA INVESTMENT & FINANCE LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the 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.

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 financial statements are free of material mis-statcments 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. With these comments 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 account as required by law have been kept by the Company so far as appears from our examination of such books.

iii) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the applicable Accounting Standards referred to in Section 21 l(3C) of (he Companies Act, 1956.

v) On the basis of the information and explanations given to us by the management, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of section 274(l)(g) of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to explanations given to us, the said accounts subject to arid read with notes as given in Schedule "E" thereon give the information required by the Companies Act, 1956 in the maimer so required and give a true and fair view

(a) in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

(b ) in so far as it relates to the Profit & Loss Account of the Profit for the year ended on that date.

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

As required by Companies (Auditor''s Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Aci, 1956 and on the basis of such checks of the books and the records of the Company as we considered appropriate and as per the information and explanations given to us during the course of our Audit, we further report that in our opinion :

i) The Company does not possess any Fixed Assets. Therefore, the question of maintaining any records, physical verification and disposal thereof does not arise.

ii) The Company has inventory of shares and Mutual Fund Units. These were physically verified by the management during the year in case of shares held in physical form. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification of shares followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of the stock of shares and other securities.

iii) The Company has not taken any loans from or given any loan to Companies, firms or other parties covered in the Register maintained U/s.301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets, and with regards to sale of goods wherever applicable. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to US, we are of the opinion that the Company did not entered into any transactions during the year report that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

vii) Since the Company does not have paid capital and reserves exceeding fifty Lac rupees at commencement of the financial year under report or average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year under report, the Company is not covered by the requirement of having an internal audit system. .

viii) The rules regarding the maintenance of cost records are not applicable to the Company.

ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues as applicable to it including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues. As per the information and explanations given to us no undisputed amount in respect of the abovementioned statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable and there are no such statutory dues which have not been deposited on account of any dispute.

x) The Company has been registered for a period more than five years and it does not have any accumulated losses at the end of the financial year under report and it has not incurred cash losses during the financial year covered by audit as welt as during the immediately preceding financial year.

xi) The Company does not have any dues payable to financial institution, banks or debenture holder, hence, the question of any default in repayment thereof does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records therefor does not arise.

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

xiv) The Company is investing in shares and securities. Proper records have been maintained of the transaction and contracts and as informed by the management, timely entries have been made therein. All, the shares have been held by the Company, in its own name in case of shares held in physical form and as a beneficial owner in case of shares held in dematcrialised form.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of the terms and conditions whereof being prejudicial to the interest of the Company does not arise.

xvi) The Company does not have any term loan, hence, the question of its applicability does not arise.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to any body during the year under report.

xix) The Company has not issued any debentures, hence, the question of creating securities thereagainst does not arise.

xx) I he Company has not raised any money by way of public issue during the financial year under report.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year covered by our audit.

For AGARWAL BHUWANIA & CO. Chartered Accountants

O. P. AGARWAL Partner C. A. Membership No. 11415 Firm Regn.(with ICAI) No.307033E Kolkata, dated the 29th day of June, 2011

 
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