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Auditor Report of SFL International Ltd.

Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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 ail 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, the Statement of Profit and 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 and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the heading of "report on other legal and reguiatory requirements" 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 on the basis of available Information.

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 the Company and nature of its assets, No material discrepancies were noticed on such physical verification.

c. The Company has disposed off a substantial part of its fixed assets during the year; however the going concern status of the Company is not affected.

2. In respect of its inventories:

a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

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

3. In respect of the 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. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

b. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

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 purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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 Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there was no transaction which made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year

6, According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 are not applicable to the company.

9. In respect of statutory dues:

a. According to the records of the company, undisputed statutory dues including Provident Fund, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

b.. According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has accumulated losses of Rs. 84,11,406 (Previous year Rs. 57,38,373) at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit and also in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, the Company has not borrowed any amount which was due for repayment to financial institutions, banks and debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund /nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments 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 and financial institutions,

16. The Company has not raised any term loans during the year and there are no outstanding term loans either at the beginning or at the end of the financial 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 there are no funds raised on short-term basis that have been used for long-term investment.

18 Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares d uring the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. In our opinion and according to the information and explanations given to us, no materia! fraud on or by the Company has been noticed or reported during the year.

For Ashok Dhartwal & Co. Chartered Accountants (Registration No. 100648W)

(CA Ashok Dhariwal) Partner Membership No. 36452 Place: Ahmedabad Date: 30/05/2014


Mar 31, 2010

1. We have audited the attached Balance sheet of SURYANAGRI FINLEASE LIMITED. as at 31st March 2010, the profit and loss account and also the cash flow statements 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 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 from material misstatement. An audit includes examining, on a test, 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 (Auditor's Report ) order, 2003 issued by the Central Government of India in terms of subsection(4A) of section 227 of the Companies Act. 1956, We enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said under.

4. Further to our comments in the Annexure referred to above, We report that :

(i) We have obtained all the information and explanations, which to the best of our knowledge and believe were necessary for the purposes of our audit.

(ii) 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.

(iii) The Balance sheet. Profit and Loss account and cash flow statements dealt with by this report are in agreement with the books of account.

(iv) in our opinion, the Balance sheet. Profit and loss and cash flow statements dealt with by this report comply with accounting standards referred to in sub-section (3C) of section 211 of the companies act, 1956.

(v) On the basis of written representation received from the directors, as on 31st March. 2010 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31/03/2010 from being appointed as a director, in terms of clause (g) of sub-section(l) of section 274 of the companies act, 1956.

(vi) In our opinion and to the best of our information and according to The explanation given to us. the said account 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 the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

(b) In the case of the profit and loss account, of the Profit for the year ended on that date and

(c) In the case of the cash flow statement, of the cash flow for the year ended on that date.

Referred to in paragraph 3 of our report of even date.

1. a) The company is maintaining proper records showing full particular including quantitative details' and situation of Fixed assets.

b) The fixed assets are physically verified by the management during the year. We are informed that no material Discrepancies were noticed on such verification.

c) In our opinion the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The Discrepancies noticed on verification between the physical Stocks and the book records were not material.

3. The Company has not taken any loans, secured or unsecured from the companies / firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. The company has granted loan to Agarwal Estate organizers Ltd. And the outstanding balance as on 31/03/2010 was Rs.12308983/-(Previous Year 10991563/-). The company has not granted any other loan secured or unsecured to the firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion, to rate of interest and others terms and conditions on which loans have been granted to company listed in the register maintained under section 301 of the Companies Act. 1956.

6. In our opinion and according to the information and explanations given to us, there is adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

7. a) According to the information and explanations given to us. we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

8. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

10. We have broadly reviewed the books of account relating to materials, labor and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act. 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

11. a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax. custom duty, cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, there are no dues of sale tax. income tax. customs duty, excise duty and cess which have not been deposited on account of any dispute.

12. The Company has accumulated losses of Rs.5696324/- as at 31st March.2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

13. In our opinion and according to the information and explanations given to us. the company has not defaulted in repayment of dues to a financial institution and banks.

14. The company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities.

15. In our opinion, 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 are not applicable to the company.

16. In our opinion . the company is not a dealer or trader in share, securities, debenture and other investment.

17. In our opinion and according to the information and explanations given to us. the company has not given any guarantee for the loan taken by others from banks or financial institutions during the year.

18. In our opinion, the term loan have been applied for the purpose for which it was raised.

19. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term fund have not been used for the long term uses.

20. During the period covered by our audit report, the company has not raised any money through the public issue.

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

The other clauses of paragraph 4 of the companies (Auditor's Reports) order 2003 are not applicable in the case of the company for the current year, since in our opinion their is not matter which arises to be reported in the aforesaid order.

PLACE: AHMEDABAD.

DATE: 27/05/2010 FOR, ASHOK DHARIWAL &CO.,

CHARTERED ACCOUNTANTS,

(CA ASHOK DHARIWAL)

PROPRIETOR.

 
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