Auditor Report of Subway Finance & Investment Co. Ltd.

Mar 31, 2014

1. We have audited the attached Balance Sheet of SUBWAY FINANCE AND INVESTMENT CO LTD as at 31st March 2014 and the Statement of Profit and Loss and Cash Flow statement of the Company 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 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.

4. As required by the Companies (Auditors Report) Order,2003 and amendments thereto issued by the Central Government of India in terms of Sec 227(4A) of The Companies Act 1956, and in terms of Notification No. DNBS.201/DG(VL)-2008, Dated 18-09-2008 relating to direction of NBFC''s audit as per RBI Act, 1934 and on the basis of such checks as we considered appropriate under the circumstances and on the basis of information and explanations given to us in the course of audit, we enclose in the annexure, a statement on the matters specified in the paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

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

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

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

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

d) In our opinion, the Financial statements dealt with by this report, read with Notes to Accounts, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of the Written representations received from directors of the Company as at 31st March, 2014 and taken on record by the Board of Directors, we report that no director is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956; and

f) In our opinion, and to the best of our information and according to the explanations given to us, the said Financial statements together with the Notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956, 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 on 31st March, 2014;

ii) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date, and

iii) In the case of Cash Flow statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph 3 of the auditors report to the members of SUBWAY FINANCE AND INVESTMENT CO LTD for the year ended 31st March, 2014.

As required by the companies (Auditor Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) (a) The Company has maintained proper records showing full particulars of the fixed assets.

(b) As informed to us, the management at reasonable intervals has physically verified the fixed assets. We have been informed that the discrepancies noticed on physical were not material.

(c) During the year the company has not disposed of a substantial part of its fixed assets.

(ii) (a) The Company does not own any inventory during the above mentioned Financial year.

(b) In view of our comments in Para (ii) (a) above, clauses 4 (ii) (b) and (c) of the said order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us the Company has not granted any loans secured or unsecured to parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In view of our comments in Para (iii) (a) above, clauses 4 (iii) (b) (c) and (d) of the said order are not applicable to the Company.

(c) During the year Company has taken unsecured loan of 242828/- from Suketu B Shah & 42678/- from Harshad K shah party covered in the register maintained under section 301 of the Companies Act, 1956.

(d) In our opinion and according to the information and explanation given to us the terms and conditions of loan taken are not prima facie prejudicial to the interest of the company.

(e) According to the information and explanation given to us the repayment of the loan is regular.

(iv) According to information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business. During the course of our audit no major weakness has been observed in the internal control system.

(v) (a) The transactions made in pursuance of contract or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 has been recorded in the register.

(b) According to the information and explanations given to us transactions with parties with whom transactions exceeding the value of Rupees Five Lacs have been entered into during the Financial year are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of the sections 58A, 58AA or any other relevant provision of the Act and the rules framed there under any directives report issued by the Reserve Bank of India. No order in relation thereto has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion the Company has Internal Audit System commensurate with its size and its nature of business.

(viii) The Central Government has not prescribed for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the Company.

(ix) (a) According to the records of the Company, the undisputed statutory dues including

Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty, Cess have regularly deposited with the appropriate authorities. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period more then six months from the date they became payable except the following Income Tax Liabilities.

Assessment Year Outstanding Amount in Rs.

2003-04 14/-

2006-07 1,05,691/-

2007-08 39,219/-

2010-11 1,44,350/-

(b) There are no amount in respect of any disputed income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess.

(x) The Company has no accumulated losses in current financial year. ( xi) In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of its dues to banks and financial institutions.

(xii) In our opinion and according to the information and explanations given to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) (a) The provisions of any Special Statute applicable to Chit Fund, Nidhi Fund or Mutual

Benefit Fund/Societies are not applicable to the Company.

(b) In view of our comments in Para (xiii) (a) above, clauses 4 (xiii) (b) (c) and (d) of the said order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us the Company has not given any guarantee for loan taken by others from banks and financial institutions.

(xvi) The Company has not taken any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination the Balance Sheet of the Company, we report that no fund raised on short term basis have been used for long term investment.

(xviii) During the year the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year that causes the financial statement to be materially misstated.

(xxii) In case of NBFC

(a) The Company has received the Registration Certificate from RBI vide Registration no 13.00209 dated 03.03.1998.

(b) The Company is entitled to continue to hold registration certificate in terms of its asset/income pattern as on 31st March, 2014.

(c) (i) The Board of Directors have already passed the Board Resolution dated 12th April, 2014 regarding non acceptance of public deposits and submitted with the RBI on 05th June,2014.

(ii) The Company has not accepted any Public deposits

(iii) The Company has complied with the prudential norms related to Income recognition, Accounting Standards, Asset Classification and Provisioning for Bad and Doubtful Debts as applicable.

For M/s V.C. Vyas & Associates Chartered Accountants Sd/- Gaurav Vyas Partner Membership No. 400395 Place : MUMBAI Date : 30/05/2014

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Mar 31, 2012

We have audited the attached Balance sheet of subway Finance & Investment Co.ltd as at 31st March 2012 and also the profit loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statement based on our audit

i. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's reports) Order, 2003 as amended by 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, we enclose in the Annexure a statement on matters specified in paragraphs 4 and 5 of the said order.

i) We have obtained all the information and explanations, Which to the best of our knowledge and belief 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 appears from our examination of those books.

(iii,) The balance sheet Profit & LOSS account dealt With by "this report are in agreement with the books of account.

(iv) In our opinion. The balance sheet, profit & loss account dealt with by this report comply with the account standard referred to in sub section (3C) of section 21 1 of the companies act 1996

(v) On the basis of written representation received from the directors, as on 31sl march 2011 and taken on record by the board of directors is disqualified as on 31st March 2012 being appointment as a director in terms of, clause (g) of sub section (1) of section" 274 of companies act. 1956: (vi)In our opinion and to the best of our information and according to the explanations given to us the said account together With the notes thereon give the information required by the Compan.es Act, 1956 ,n the manner so required and give a true and fair view in conformity will 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 2012

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

Subway Finance & Investment Co. Ltd Annexure

Referred lo in paragraph 3 of our report of even date,

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

(b) All the assets have been physically verified by the management .In our opinion , the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

(ii) (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 nature of its business.

(c) The company is maintaining proper records of inventory. No discrepancies noticed on verification between the physical stocks and the book records.

(iii) (a) the company had not taken loan from the parties covered the register maintain under section 301 of Companies Act. 1956. - The Company has not granted any loan/interoperate deposits to any parties covered in the register maintain under section 301 of the Companies Act. 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) (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 sec. 301 of 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 Sec.301 of 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.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Sec.58 A and 58 AA of the Companies Act 1956 and the companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the company.

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

(Viii) We have been informed that central Government has not prescribed maintenance of cost record under section 209(1)(d) of the companies Act. 1956 for any of the products of the co

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education protection fund, employs state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sale tax, custom duty, excise duty and cess were in arrears, as at 31st March 2012 for an period of more than six months from the date they became payable.

(c) In respect of Custom duty, Excise duty and cess the company has confirmed that the said act are not applicable to the company during the year under report.

There are no dues or order dues on account of sales tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year

(xi) 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, bank or debenture holders.

(Xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 as amended by companies (Auditors Report) amendment order, 2004 are not applicable to the company.

(xiii) In our opinion the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provisions o clause 4(xiii) of the Companies (Auditor's report) order, 2003 as amended by companies (Auditors Report) amendment order, 2004 are not applicable to the company.

(xiv) In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the companies (Auditor's report) Order. 2003 as amended by companies (Auditors Report) amendment order, 2004 are not applicable to the company.

(xv)In our opinion the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of company.

(xvi)The company has not taken any term loan during the year therefore Clause 4 (xvi) of CARO is not applicable.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet ot company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital. '

(xviii) In our opinion and according to the information and explanation given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in register maintained under section 301 of the companies Act.

(xix) The company has not issued any debentures during the year, therefore Clause 4(xix) is not applicable.

(xx) The company has not made any public issues during the year, therefore Clause 4(xx) is not applicable.

(xxi) According to the information and explanation given to us, we report that no fraud on or by the company has been not.ced or reported during the course of our audit.

For N.B PAREKH & ASSOCIATES

PLACE: MUMBAI Namrata Parekh

DATE: (Proprietor)

M.NO. 46873

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Mar 31, 2011

We have audited the attached Balance Sheet of M/S SUBWAY FINANCE & INVESTMENT CO. LTD., as on 31st March 2011 and also the Profit & Loss Account for the year ended on that date and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 the financial statements are free of material misstatements. An audit also includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief 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 appears from our examination of those books.

iii) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & 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 March 31,2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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, 2011.

b) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

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

Annexure to the auditors report of even date to the members of M/S SUBWAY FINANCE & INVESTMENT CO. LTD.

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

b) All fixed assets are physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. There were no discrepancies noticed during the physical verification conducted by management.

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

ii) Since the company is finance company, the requirements of clause (ii)(a), (ii)(b) and (ii)(c) of the order is not applicable.

iii) During the year, the company has not granted any loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

iv) Since the company did not deal in goods or merchandise, the requirements in clause (iv) of the order to internal control procedure on purchase of inventory, fixed assets and sale of goods is not applicable.

v) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that there were no transactions entered into by the company that need to be entered into the register maintained u/s 301 of the Act. Accordingly, clause (v)(b) of the Order is not applicable.

vi) The company has not accepted any deposits from the public during the year.

vii) The company has a system of internal audit which, in our opinion, is commensurate with its size and nature of its business.

viii) The company is not required to maintain cost records pursuant to the rules made by the Central Government under section 209(l)(d) of the Companies Act, 1956.

ix) According to the records, information and explanations provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, sales tax, employees state insurance, income tax and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2008 for a period of more than six months from the date they became payable.

x) The company neither has accumulated losses nor it has incurred any cash losses during the current financial year and the immediately preceding financial year.

xi) Based on our procedures and on the information and explanations given by the management, the company has not availed and funds / facilities from the financial institution or bank.

xii) Based on our examination and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit / nidhi / mutual benefit fund/ society and clause (xiii) of the order is not applicable.

xiv) In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing in shares, securities and debentures and timely entries have been made in such records. All the investments are in the name of the company.

xv) On the basis of the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) There was no term loan availed by the company and outstanding during the year.

xvii) On the basis of our examination of the books of accounts and the information and explanations given to us, in our opinion, the funds raised on short-term basis have not been used for long term investment and vice versa.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedure performed and information and explanations given to us 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 J. S. BHATIA & CO., CHARTERED ACCOUNTANTS

J. S. BHATIA PLACE : MUMBAI DATE : 05/05/2011

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Mar 31, 2010

We have audited the attached Balance Sheet of M/S SUBWAY FINANCE & INVESTMENT CO. LTD., as on 31st March 2010 and also the Profit & Loss Account for the year ended on that date and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements 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 the financial statements are free of material misstatements. An audit also includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

i) We have obtained all the information and explanations, which to the best of our

knowledge and belief 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 appears from our examination of those books.

iii) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & 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 March 31,2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 Profit & Loss Account, of the Profit for the year ended on that date.

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

Annexure to the auditors report of even date to the members of M/S SUBWAY FINANCE & INVESTMENT CO. LTD.

i) a) The Company has maintained proper records showing full

particulars, including quantitative details and the situation of its fixed assets.

b) All fixed assets are physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. There were no discrepancies noticed during the physical verification conducted by management.

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

ii) Since the company is finance company, the requirements of clause (ii)(a), (ii)(b) and (ii)(c) of the order is not applicable.

iii) During the year, the company has not granted any loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

iv) Since the company did not deal in goods or merchandise, the requirements in clause (iv) of the order to internal control procedure on purchase of inventory, fixed assets and sale of goods is not applicable.

v) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that there were no transactions entered into by the company that need to be entered into the register maintained u/s 301 of the Act. Accordingly, clause (v)(b) of the Order is not applicable.

vi) The company has not accepted any deposits from the public during the year.

vii) The company has a system of internal audit which, in our opinion, is commensurate with its size and nature of its business.

viii) The company is not required to maintain cost records pursuant to the rules made by the Central Government under section 209(l)(d) of the Companies Act, 1956.

ix) According to the records, information and explanations provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, sales tax, employees state insurance, income tax and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2008 for a period of more than six months from the date they became payable.

x) The company neither has accumulated losses nor it has incurred any cash losses during the current financial year and the immediately preceeding financial year.

xi) Based on our procedures and on the information and explanations given by the management, the company has not availed and funds / facilities from the financial institution or bank.

xii) Based on our examination and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit / nidhi / mutual benefit fund/ society and clause (xiii) of the order is not applicable.

xiv) In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing in shares, securities and debentures and timely entries have been made in such records. All the investments are in the name of the company.

xv) On the basis of the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) There was no term loan availed by the company and outstanding during the year.

xvii) On the basis of our examination of the books of accounts and the information and explanations given to us, in our opinion, the funds raised on short-term basis have not been used for long term investment and vice versa.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The company did not have any outstanding debentures during the year.

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

xxi) Based on the audit procedure performed and information and explanations given to us 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 J. S. BHATIA & CO., CHARTERED ACCOUNTANTS

J. S. BHATIA

PLACE : MUMBAI

DATE : 29-05-2010