Auditor Report of Som Datt Finance Corporation Ltd.

Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors are 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 flow of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent: and design, implementation and maintenances 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 assurances 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 believer that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

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

EMPHASIS OF MATTERS

We draw the attention to the following notes :

a) The independent director has not been appointed in Board of the Company as per provision of Section 149 (1) of the Companies Act, 2013.

b) The Company has not appointed any internal auditor as required by Section 138 (1) and related notified (Accounts) Rules 13 (a) of the Companies Act, 2013.

c) The Company has failed to appoint to appoint a Whole-time Company Secretary as required under section 203 (1) of the Companies Act, 2013 read with Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) 2014.

Our opinion is not qualified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY MATTERS

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

1. As required by Section 143(3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere 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 it appears from our examination ofthose 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 accounts.

d) In our opinion, aforesaid standalone financial statement comply with the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the 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 on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect o other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. There were no pending litigations which would impact the financial position of the standalone financial statements.

ii. Provision has been made in the standalone financial statements as required under the applicable law or accounting standards, for material foreseeable losses, if any on long term contracts including derivative contracts.

iii. There has been delay in transferring Rs. 11,09,725 required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements "

of our report of even date.

i) In respect of its fixed assets:

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

(b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification.

ii) In respect of its inventories:

(a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

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

(c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as compared to book records were not material and have been properly dealt with in the books of account.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

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 shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance o of major weakness in aforesaid internal control procedure.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vi) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section 1 of Section 148 of the Companies Act, 2013 for the products of the Company.

vii) According to the information and explanations given to us, in respect of statutory dues :-

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding for a period of more than six months from the date they become payable as at March 31,2015.

(b) There are no dues in respect of Income tax, Sales tax, Customs Duty, Excise Duty, Cess and other Statutory dues which have not been deposited as on March 31,2015 on account of any dispute.

(c) There are delays in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

ix) 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 the repayment of dues to financial institutions or banks. The company has not issued any debentures.

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

xi) According to the information and explanations given to us, the Company has not raised any term loans during the year.

xii) Based upon the audit procedures performed and 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 A.S.GUPTA & CO. CHARTERED ACCOUNTANTS Firm Registration No : 302077E

S. N. CHAUDHURI Place : Kolkata Partner Date : 29th May, 2015 Membership No : 08158

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Som Datt Finance Corporation 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 RESPONSIBILITYFOR 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free form 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 Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurances about whether the financial statements are free from material misstatements.

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 judgement, 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 ofthe financial statements.

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

Attention is invited a bout the following: -

During our scrutiny of Minute Book, we noted that the Board of Directors in their Meeting dt. 23/08/2013, item no. 6, accorded its approval for the issuance of duplicate share certificates in lieu of original certificate ofthe 10 reputed listed company which were lost/misplaced during earlier years

Subject to the foregoing observation, in our opinion and 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 ofthe Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2014;

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

and

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

REPORT ON OTHER LEGAL AND REGULATORY MATTERS

1. As required by the Companies (Auditors'' 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 statement on the matter specified in paragraphs 4 and 5 ofthe Order.

2. AsrequiredbySection227(3)oftheAct,wereport 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 opinion, proper books of account as required by law have been kept by the Company so far appears from our examination ofthose 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 accounts.

d) Except Accounting Standard 15 regarding Employee Benefit for gratuity and Accounting Standard 18 regarding incomplete related party disclosure, 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 Companies Act, 1956 ("Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 ofthe CompaniesAct, 2013.

e) On the basis of the written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none ofthe directors is disqualified on March 31,2014, from being appointed as a director in terms of Section274(1) (g) oftheAct.

Annexure to Independent Auditors'' Report Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even da te.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed off by the company during the year.

ii) a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

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

c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of the loans, secured or unsecured granted or taken by the Companies to /from Companies, firms or other parties covered in the register maintained under Section 301 ofthe CompaniesAct, 1956 :

a) According to information and explanations given to us the Company has not taken any loans secured or unsecured from companies, firm''s or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of clauses 4 (iii) (f) to (g) of the order are not applicable.

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 shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) a) According to the information and explanations given to us, we are of the opinion that during the year, the transaction that were required to be entered into the register maintained Under Section 301 ofthe Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained Under Section 301 of the Companies Act, 1956, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits.

vii) The Company does not have any system of internal audit.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

ix) According to the information and explanations given to us, in respect of statutory dues :-

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, except Rs. 9,20,264 being Unpaid Dividend not transferred to Investor Educa -tion and Protection Fund as required under Section 205C of the Companies Act,1956, no undisputed amounts payable in respect of the aforesaid dues were outstanding for a period of more than six months from the date they become payable as at March 31,2014.

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and immediately preceding financial year.

xi) 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 any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in 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 securities have been held by the company, in its own name, except short comings observed in our IndependentAuditors'' Report under para ''Opinion Item (ii).

xv) We are informed that during the year, the company has not given any guarantee for loans taken by its fellow subsidiaries, associates and others, frombanks or financial institutions.

xvi) The company has not raised for any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that during the year, no funds raised on short term basis have been used for long term investments.

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

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

xxi) Based upon the audit procedures performed and 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.

ForA.S.GUPTA&CO. CHARTERED ACCOUNTANTS FirmRegistrationNo: 302077E

CA U. BANERJEE Place: Kolkata Partner Date : May 29,2014 Membership No: 051608

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Mar 31, 2013

REPORTOF THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s Som Datt Finance Corporation Limited ("the Company"), which comprise the Balance Sheetasat March 31, 2013, the StatementofProfit and Loss and the Cash Flow Statement for the year then ended andasummaryofsignificant 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 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 maintenances of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free form material misstatement, whether duetofraud 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 Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurances about whether the financial statements are free from material misstatements.

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 judgement, 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,aswellasevaluating the overall presentation of the financial statements.

We believer that the audit evidencewehave obtainedissufficient and appropriateto provideabasis for our audit opinion.

OPINION

Subject to the foregoing observation, in our opinion and the best of our information and according to the explanations giventous, the aforesaid financial statements give the information requiredbytheAct in the mannerso required and give a true and fair viewin conformity with the accounting principles generally acceptedinIndia :

(a) Inthe caseofthe Balance Sheet,ofthe stateofaffairsof the CompanyasatMarch 31, 2013;

(b) Inthe caseofthe StatementofProfit and Loss,ofthe profit for the year endedonthat date; and

(c) Inthe caseofthe Cash Flow Statement,ofthe cash flows for the year endedonthat date.

REPORTONOTHERLEGALANDREGULATORYMATTERS

1. As required by the Companies (Auditors'' 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 statement on the matter specified in paragraphs 4 and5ofthe Order.

2. As requiredby Section 227(3)oftheAct,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 purposeofour audit.

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with theAccounting Standards referredto inSection 211(3C)ofthe CompaniesAct, 1956.

e) On the basis of the 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 on March 31, 2013, from being appointed asa directorintermsofSection 274(1) (g)oftheAct.

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” 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) The management during the year has not physically verified all the assets but there is a regular programme of verification, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticedonsuch verification

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed offbythe company during the year.

ii) a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

b) The procedures of physical verification of stock of shares followed by the management are reasonable and adequatein relationtothe sizeofthe company and the natureofits business.

c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as comparedtobook records were not material and have been properly dealt within the books ofaccount.

iii) In respectof the loans, secured or unsecured granted or taken by the Companies to/from Companies, firmsor other parties coveredinthe register maintained under Section 301ofthe CompaniesAct, 1956 :

a) The Company had given a loan to an associate company in the earlier year whose maximum balance outstandingatany time during the year was Rs. 3,00,00,000/- and the year end balance is NIL.

b) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the Company, are not prima-facie prejudicial to the interest of the Company.

c) The Companyisregularinrecoveryofprincipal and interest.

d) Thereisnooverdue amount recoverable.

e) According to information and explanations given to us the Company has not taken any loans secured or unsecured from companies, firm''s or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of clauses 4 (iii) (f) to (g) of the order are not applicable.

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 shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknessin aforesaid internal control procedures. v) a) According to the information and explanations given to us, we are of the opinion that during the year, the transaction that were required to be entered into the register maintained Under Section 301 of the Companies Act, 1956 have beensoentered. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained Under Section 301 of the Companies Act, 1956, during the year have been made at prices which are reasonable having regard to prevailing market prices atthe relevant time. vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits. vii) The Company does not have any systemofinternal audit.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company. ix) Accordingtothe information and explanations givento us,inrespectofstatutory dues :- a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, except Rs. 9,20,264 being Unpaid Dividend not transferred to Investor Education and Protection Fund as required under Section 205C of the Companies Act,1956, no undisputed amounts payable in respect of the aforesaid dues were outstanding foraperiodofmore than six months from the date they become payableasatMarch 31, 2013. b) The details of dues of Income tax which have not been deposited as on 31st March 2013 on account of disputes are given below:

Particulars Forum where Dispute is pending Period of which the amount Amount relates Involved

Income Tax D.C.I.T A.Y 2000-01 2,85,519

Income Tax Assessing Officer(ITO) A.Y 2001-02 14,64,062

Income Tax A.C.I.T A.Y 2002-03 10,092

Income Tax A.C.I.T A.Y 2007-08 5,92,009

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and immediatelypreceding financial year.

xi) Based onour audit procedures and onthe information and explanations givenby the management, we are ofthe opinion that the company has not defaulted any repaymentofduestofinancial institutionsorbanks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the orderis not applicable.

xiv) In respect of dealing/trading in 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 securities have been heldbythe company,inits own name.

xv) We are informed that during the year, the company has not given any guarantee for loans takenby its fellow subsidiaries, associates and others, from banks orfinancial institutions.

xvi) The company has not raised for any term loanduring the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company,wereport that during the year,nofunds raisedonshort term basis have been used for long term investments.

xviii) The company has not made any preferential allotmentofshares during the year.

xix) Sincethe company hasnot issued any debentures during the year, paragraph 4(xix)ofthe Orderisnot applicable.

xx) The Company has not raised any moneybywayofpublic issue during the year.

xxi) Based upon the audit procedures performed and information and explanations givenbythe management, wereport that, no fraudonor by the company hasbeen noticedorreported during the courseofour audit. For A. S. GUPTA & CO.

CHARTERED ACCOUNTANTS

Firm Registration No:302077E

S.C.SEN

Place: Kolkata Partner

Dated : 27th May, 2013 Membership No. 13679

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Som Datt Finance Corporation 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 (Auditor's Report) Order' 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act' 1956' of India (the 'Act') we enclose as Annexure' a statement of the matters specified in Paragraphs 4 and 5 of the said order.

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

(i) We have obtained all the information and explanations' which to the best of our knowledge and belief were necessary for the purpose of the 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 those books.

(iii) 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.

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

(v) On the basis of written representations received from the directors as on' 31st March 2012 and taken on record by the Board of Directors' we report that none of the directors is disqualified as on 3 f March' 2012 from being appointed as a director of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act' 1956.

5. In our opinion and to the best of our information and according to the explanations given to us' the accounts read with the accounting policies and Notes on Accounts' 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 slate of affairs of the Company as at 31 st'March' 2012.

ii) in the case of the Statement of Profit and Loss' of the profit of the Company for the year ended on that date.

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

Annexure referred to in paragraph '3' of Auditors' Report to the Members of Som Datt Finance Corporation Limited on the accounts for the year ended 31st March' 2012.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification' 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 verification

c) In our opinion and according to the information and explanations given to us' no fixed assets have been disposed off by the company during the year.

ii) a) The management has physically verified the inventory during the year. In our opinion' frequency of the 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) On the basis of our examination of the record of inventories' we are of the opinion that' the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of the loans' secured or un secured granted or taken by the Companies to /from Companies ' firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

" (a) The Company has given a loan to an associate company whose maximum balance outstanding at any time during the year was Rs. 3'00'00'000/- and the year end balance is Rs. 3'00'00'000/-.

(b) In our opinion and according to information and explanation given to us' the rate of interest and other terms and conditions of the loan given by the Company' are not prima-facie prejudicial to the interest of the Company.

(c) The principal amount and interest which is receivable on demand whose interest is received in full during the year.

(d) In respect of aforesaid loan ' the Company is regular in receiving the interest as stipulated and the principle is receivable on demand.

(e) The Company has taken a loan from an associate company whose maximum balance involved during the Year and the year end balance of such loans are Rs. 3'00'00'000/- and Nil respectively.

(f) The rate of interest and terms and conditions on which loan have taken by the company are not prima-facie prejudicial to the interest of the Company.

(g) In respect of aforesaid loan the company have repaid the principle in full and interest amounting to Rs. 9'00'000/- have been paid after the accounting period.

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 inventories 'fixed assets and for the sale of the stock. Further' on the basis of our examination and according to the information and explanations given to us' we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) (a) According to the information and explanation/s given to us' we are of the opinion that during the year' the transaction that were required 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 explanations given to us' the transactions made in pursuance of contracts or arrangements entered in the register maintained Under Section 301 of the Companies Act' 1956' during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 5 8 A and 5 8 AA of the Companies Act' and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board' National Company Law Tribunal' Reserve Bank of India' any other court or any other tribunal with regard to the public deposits.

vii) In our opinion' the Company has an internal audit system for part of the year which commensurate with the size and the nature of its business.

viii) To the best of our knowledge and as explained' the Central Government has not prescribed maintenance of cost records ' under clause (d) of sub-section (1) of section 209 of the Companies Act' 1956 for the products of the Company.

ix) According to the information and explanations given to us' in respect of statutory dues :-

(a) The Company has generally been regular in depositing undisputed dues including Provident Fund' Investor Education and Protection fund. Employee's State Insurance' Income-tax' Sales tax' Wealth tax ' Service tax ' Custom duty. Excise duty' Cess and any other material statutory dues applicable to it' '

There were no dues on account of Cess under section 441A of the the Companies Act 1956' since the date from which the aforesaid section comes into force' has not yet been notified by the Central Government There were no undisputed amounts payable in respect of Income tax' Wealth tax. Custom duty' Excise duty. Cess and other material statutory dues in arrears as at 31sl March 2012 for a period of more than 6 months from the date they become payable.

(b) The details of dues of Income tax which have not been deposited as on 3P1 March 2012 on account of disputes are given below:

Particulars Forum where Dispute is pending Period of which the amount Amount relates Involved

Income Tax D.C.l.T A.Y 2000-01 2'85'519

Income Tax Assessing Officer ( 1TO) A.Y2001-02 14'64'062

Income Tax A.C.I.T A.Y2002-03 10'092

Income Tax A.C.l.T AY 2007-08 5.92'009

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and immediately preceding financial year.

xi) 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 de faulted any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares' debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable' paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in 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 securities have been held by the company' in its own name.

xv) We are informed that during the year' the company has not given any guarantee for loans taken by its fellow subsidiaries' associates and others' from banks or financial institutions.

xvi) The company has not raised for any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company' we report that during the year' no funds raised on short term basis have been used for long term investments.

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year' paragraph 4(xix) of the Order is not applicable.

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

xxi) Based upon the audit procedures performed and 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 A. S. GUPTA & CO.

CHARTERED ACCOUNTANTS

Place : Kolkata

Firm Registration No: 302077E

Dated: 24th May'2012

S.C.SEN

Partner

Membership No. 13679

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Som Datt Finance Corporation Limited as at 31st March,2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, of India (the Act) we enclose as Annexure, a statement of the matters specified in Paragraphs 4 and 5 of the said order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the 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 those books.

(iii) The Balance Sheet, Profit and Loss Account and Cash flow Statement dealt with by this report are in agreement with the books of account. .

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

(v) On the basis of written representations 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 31st March, 2010 from being appointed as a director of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the accounting policies and notes given in Schedule 12, 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 31s,March, 2010.

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

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

Annexure referred to in paragraph 3 of Auditors Report to the Members of Som Datt Finance Corporation Limited on the accounts for the year ended 31s March, 2010.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification.

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed off by the Company during the year.

if) a) The management has physically verified the inventory during the year. In our opinion, frequency of the 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) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) a) As informed the company has not granted any loan secured or unsecured from companies, Firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(iii) (a) to (d) or the Companies (Auditors Report) Order 2003 (as amended) are not applicable.

b) The Company has taken an unsecured loan from one of its directors covered in the register maintained u/ s 301 of Companies Act, 1956. The maximum balance involved during the year and the year end balance of such loan was Rs. 25 lacs & Rs. 3 lacs respectively

The Company has taken an interest free inter-corporate loan from a subsidiary company covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum balance involved during the year and the year end balance of such loan was Rs. 20,26,467/- and Rs. 11,73,513/- respectively.

c) The rate of interest and terms and conditions on which loans have been taken by the Company are not prime facie prejudicial to the interest of the Company.

d) In respect of aforesaid loans, the Company is regular in repaying the principal amount as stipulated and is also regular in payment of interest, where applicable.

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 inventories ,fixed assets and for the sale of the stock. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) a) According to the information and explanation/s given to us, we are of the opinion that during the year, the transaction that were required 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 explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained Under Section 301 of the Companies Act, 1956, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued

by the Reserve Bank of India and the provision of Section 58A and 58 AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits.

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

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the product of the Company.

ix) (a) According to the information and explanations given to us, there are no undisputed statutory due payable in respect of Provident Fund, Investor Education and Protection fund, Employees Stati Insurance, income-tax, sales tax, wealth tax , service tax , custom duty, excise duty, cess and any othe material statutory dues applicable, with the appropriate authorities which are outstanding as at 31st Marcl 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues of income tax, sale tax, wealth tax service tax, custom duty, excise duty, cess which have not but deposited on account of any dispute and inform where the dispute is pending as on 31st March 2010 are as under :

Nature of Nature of Dues Amount Assessment Forum ashore statute Pending

Income Tax Disallowance of MAT credit of Assessment Year 285,519 2000-01 Deputy Commis -sioner 1997-98 to the extent of Rs. 771,790 and also the of Income Tax Cirde. 5 Company have not received order U/s 143(3) as such Company is not liable for demand.

Income Tax Self Assessment tax of Rs. 63,796 not accepted by 76,597 2002-03 Income Tax Officer the I.T.O instead tax payable shown as Rs. 63,796 5(1) along with interest of Rs. 12,800 u/s 234 B & 234C. The amount of Rs.76,597 raised by the I.T.O. by his intimation u/s 143(1). However rectification u/s 154 filed to department and also no order u/s 143(3) was received. Therefore the Company is not liable for demand

Income Tax The demand raised u/s 143(1) include interest u/s 234B & 234C amounting Rs. 189,853. Company 10,69,291 2003-04 Deputy Commissioner disputed the demand on the ground that "Tax" of Income Tax Circle-5 calculated @ 35% on flat rate on total Income. But the above total income included Rs. 27,98,507 as dividend on Mutual Fund on which tax should be @ 10% U/s 115BBB. Further no credit given for TDS of Rs 8,67,000. Due to non availability of Refund u/ s 143(3), this demand have not been considered.

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and immediately preceding financial year.

xi) 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 any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in 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 securities have been held by the company, in its own name.

xv) We are informed that during the year, the company has not given any guarantee for loans taken by its fellow subsidiaries, associates and others, from banks or financial institutions.

xvi) The company has not raised for any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that during the year, no funds raised on short term basis have been used for long term investments.

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year , paragraph 4(xix) of the Order is not applicable.

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

xxi) Based upon the audit procedures performed and 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.

ForA.S. Gupta & Co.

Chartered Accountants

Firm Registration No: 302077E

S.C.Sen Place: Kolkata Partner

Date : 29.05.2010 Membership No 13679