Auditor Report of SW Investments Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 the 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 judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion 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 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of sub-section (11) of section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 belief were necessary for the purposes 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 of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. there are no pending litigations;

ii. the Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there is no amount that is 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 Report on Other Legal and Regulatory Requirements, of our report of even date to the members of SW Investments Ltd. on the standalone financial statements for the year ended March 31, 2015.

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

b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management in accordance with the phased verification program, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its fixed assets. No material discrepancies have been noticed on such verification.

ii. There is no inventory and therefore clause 4 (ii) of the order is not applicable.

iii. a) As per the information and explanation given to us and the records produced before us for verification, the Company has granted interest bearing unsecured loan to acompany covered in the register maintained under Section 189 of the Companies Act.

b) As explained to us, receipt of principal amount and interest is on demand basis and there is no fixed repayment schedule.

c) There is no overdue amount more than rupees one lakh as the loan is on demand basis.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for providing the services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of, any continuing failure to correct major weaknesses in the internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits, in terms of directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

vi. According to the information and explanations given to us, the maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act.

vii. a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable, with the appropriate authorities. There are no undisputed statutory dues which are in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax or sales-tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess, which have not been deposited as on 31st March, 2015 on account of any dispute.

c) In our opinion and according to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act and Rules made there under.

iii. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. The Company does not have any loans from financial institutions and banks.

x. The Company has not given guarantee for loans taken by others from banks.

xi. The Company has not taken any term loan.

xii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M B A H & CO

Chartered Accountants (Firm Registration No. 121426W)

Mahesh Bhageria Partner Mumbai, 26th May, 2015 Membership No. 034499

---

Mar 31, 2014

1. We have audited the accompanying financial statements of SW Investments Limited (the "Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of ''the Companies Act, 1956'' of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider 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 Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7. 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 Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notifies under the Act read with the General Circular No. 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Referred to in paragraph 7 of the Auditors'' Report of even date to the members of SW Investments Limited on the financial statements for the year ended 31st March 2014

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

(b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management in accordance with the phased verification program, which, in our opinion, is reasonable having regards to the size of the company and the nature of its fixed assets. To the best of our knowledge no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its status as going concern.

ii. There is no inventory and therefore clause 4 (ii) of the order is not applicable.

iii. The Company has not granted/taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lacs in respect of any party during the year have been made 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 Sections 58A and 58AA of the Act and the rules framed there under.

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

viii. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there is no due of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2014 on account of any dispute.

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not borrowed any fund from financial institutions, banks or debenture holders and therefore, the provision of Clause 4(xi) of the Order is not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provision of Clause 4(xiii) of the Order is not applicable to the Company.

xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name.

xv. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year. Therefore, the provision of Clause 4(xv) of the Order is not applicable to the Company.

xvi. In our opinion, and according to the information and explanations given to us, the Company has not taken any term loans during the year. Therefore, the provision of Clause 4(xvi) of the Order is not applicable to the Company.

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 the no funds raised on short-term basis have been used for long-term investment.

xviii. 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 during the year. Therefore, the provision of Clause 4(xviii) of the Order is not applicable to the Company.

xix. The Company has not issued any debentures during the year. Therefore, the provision of Clause 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Therefore, the provision of Clause 4(xx) of the Order is not applicable to the Company.

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, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For M B A H & CO Chartered Accountants (Firm Registration No. 121426W)

Sd/- Mahesh Bhageria Partner Mumbai, 30th May 2014 Membership No. 034499

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Sunteck Wealthmax Investments Limited (the "Company"), which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of ''the Companies Act, 1956'' of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider 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 Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7. 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 Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, 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 Act;

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

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 7 of the Auditors'' Report of even date to the members of Sunteck Wealthmax Investments Limited on the financial statements for the year ended 31st March 2013

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

(b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management in accordance with the phased verification program, which, in our opinion, is reasonable having regards to the size of the company and the nature of its fixed assets. To the best of our knowledge no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its status as going concern.

ii. There is no inventory and therefore clause 4 (ii) of the order is not applicable.

iii. The Company has not granted/taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lacs in respect of any party during the year have been made 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 Sections 58A and 58AA of the Act and the rules framed there under.

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

viii. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there is no due of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2013 on account of any dispute.

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not borrowed any fund from financial institutions, banks or debenture holders and therefore, the provision of Clause 4(xi) of the Order is not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provision of Clause 4(xiii) of the Order is not applicable to the Company.

xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name.

xv. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year. Therefore, the provision of Clause 4(xv) of the Order is not applicable to the Company.

xvi. In our opinion, and according to the information and explanations given to us, the Company has not taken any term loans during the year. Therefore, the provision of Clause 4(xvi) of the Order is not applicable to the Company.

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 the no funds raised on short-term basis have been used for long-term investment

xviii. 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 during the year. Therefore, the provision of Clause 4(xviii) of the Order is not applicable to the Company.

xix. The Company has not issued any debentures during the year. Therefore, the provision of Clause 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Therefore, the provision of Clause 4(xx) of the Order is not applicable to the Company.

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, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.



For M B A H & CO

Chartered Accountants

(Firm Registration No. 121426W)



Sd/-

Mahesh Bhageria

Partner

Mumbai, 30th May 2013 Membership No. 034499

---

Mar 31, 2012

We have audited the attached Balance Sheet of SUNTECK WEALTHMAX INVESTMENTS LIMITED as at 31st March' 2012 and also the annexed Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date. 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors' Report) Order' 2003 and the Companies (Auditors' Report) (Amendment) Order' 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act' 1956' we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

3. 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 purpose of our audit;

(ii) In our opinion' proper books of account as required by law have been kept by the Company so far as it appears from our examination of such books of the Company;

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

(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 Section 211(3C) of the Companies Act 1956;

(v) Based on the representations made by the directors of the Company and information given to us' none of the directors is disqualified as at 31st March 2012' from being appointed as director in terms of Section 274(l)(g) of the Companies Act' 1956;

(vi) In our opinion and to the best of our information and according to the explanation given to us' the said financial statements read together with the notes thereon' give the information required by the Companies Act' 1956' in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India.

(vii) (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 & Loss Account' of the Profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH' 2012 OF SUNTECK WEALTHMAX INVESTMENTS LIMITED.

On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us' we state that: -

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

b. As explained to us' fixed assets' according to the practice of the company' are physically verified by the management in accordance with the phased verification program' which' in our opinion' is reasonable having regards to the size of the company and the nature of its fixed assets. To the best of our knowledge no material discrepancies have been noticed on such verification.

c. The Company has not disposed off any substantial part of its fixed assets so as to affect its status as going concern.

2. There is no inventory and therefore clause 4 (ii) of the order is not applicable.

3. a. As informed to us' the Company has not granted unsecured loans to any party covered in register maintained under section 301 of the Companies Act' 1956. The maximum amount involved during the year was Rs.1242.99 Lacs and the year end balance was Rs.413.92 Lacs.

b. In our opinion and according to explanation & information given to us other terms & conditions are not' prima facie' prejudicial to the interest of the company. The said loans are repayable on demand & there is no repayment schedule.

c. As informed to us' the Company has not taken unsecured loans from companies covered in the register maintained under Section 301 of the Companies Act' 1956.

4. In our opinion and according to the information and explanations given to us' there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to fixed assets and with regard to sale of services. There was no sale of goods during the year. During the course of our audit' we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b. In our opinion and according to the information and explanations given to us' the transactions made are in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act' 1956 exceeding the value of rupees five lacs in respect of any party during the year' have been made at prices which are reasonable having regard to market prices prevailing at that time.

6. The Company has not accepted any deposit from the public within the meaning of Sections 58A and 58AA of the Companies Act' 1956 and the Companies (Acceptance of Deposits) Rules' 1975.

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

8. According to the information and explanations given to us' the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act' 1956 in respect of the activities carried out by the Company.

9. a. According to the information and explanations given to us' the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund' investor education protection fund' employee's state insurance' income tax' sales tax' wealth tax' service tax' custom duty' excise duty' cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us' no undisputed amounts payable in respect of income tax' wealth tax' service tax' sales tax' custom duty' excise duty and cess were in arrears' as at 31st March' 2012 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us' there is no due of income tax' wealth tax' service tax' sales tax' custom duty' excise duty and cess which have not been deposited as on 31st March' 2012 on account of any dispute.

10. The Company does not have accumulated loss and has not incurred cash losses during the financial year covered by our audit.

11. The Company has not borrowed any fund from financial institutions' banks or debenture holders and therefore clause 4 (xi) is not applicable.

12. 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.

13. In our opinion' the Company is not a chit fund or a nidhi / mutual benefit fund / society.

14. In our opinion' the Company is dealing or trading in shares' securities' debentures & other investments and proper records have been maintained of the transactions and contracts and timely entries have been made in; also the shares have been held by the company' in its own name.

15. The Company has not given any guarantee for the loan taken by others from banks or financial institution.

16. The company has not taken any term loan during year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company' no funds raised on short-term basis have been used for long- term investment.

18. During the year' the Company has converted 65'000 Convertible Share Warrants into 65'000 Equity Shares of Rs.10 each including to parties and companies covered and recorded in the Register maintained under section 301 of the Companies Act' 1956.

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

20. The Company has not raised any money by public issues during the year. 21.

22. According to the information and explanations given to us' no fraud on or by the Company has been noticed or reported during the course of our audit.

For M B A H & CO Chartered Accountants

(Firm Regn.No.l21426W)

Sd/-

Mahesh Bhageria

Partner Mumbai: 30th May 2012 Membership No. 34499

---

Mar 31, 2010

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

2) We have 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 fnancial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by the management, as well as evaluating the overall fnancial 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 Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of books of accounts and other records as we considered appropriate and as per the information and explanation provided to us by the Company Management, we annex hereto a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4) Further to our comments in Annexure referred to in paragraph 3 above, we report as under:

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

c. The balance sheet and the proft and loss account dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, proft and loss account and cash fow 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 and/or Companies (Accounting Standards) Amendment Rules, 2008;

e. On the basis of written representation received from the directors of the Company as at March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualifed as at March 31, 2010 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956;

f. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the Signifcant Accounting Policies and Notes to Accounts, give the information as 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

II. In case of Proft and Loss Account, of the proft for the year ended on that date ; and

III. In case of Cash Flow Statement, of the cash fows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF LALPHUL INVESTMENTS LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2010

i. a) 5 The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets.

b) According to the practice of the Company, fxed assets are physically verifed by the management in accordance with the phased verifcation program, which in our opinion is reasonable having regards to the size of the Company and the nature of its fxed assets. To the best of our knowledge no material discrepancies have been noticed on such verifcation.

c) The Company has not disposed off any substantial part of its fxed assets so as to affect its status as going concern.

ii. There is no inventory and therefore clause 4(ii) of the order is not applicable.

iii. The Company has not granted/taken any loan, secured or unsecured to companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore clause 4(iii) of the order is not applicable.

iv There are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the providing services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In our opinion, particulars of all contracts or arrangement referred to in Section 301 of the Companies Act, 1956 that are required to be entered in the register maintained under Section 301 the Companies Act, 1956, were so entered.

vi. There are no public deposit accepted by the Company within the meaning of Section 58A and 58AA of the Companies Act, 1956 and therefore clause 4(vi) of the order is not applicable.

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

viii. The Company does not belongs to list of Companies as prescribed under Section 209(1)(d) of the Companies Act,1956 and therefore clause 4(viii) of the order is not applicable.

ix. a) The Company has been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, as applicable to it, with the appropriate authorities.

The Company has no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, as applicable to it, as at March 31, 2010 for the period of more than six months from the date they become payable.

b) The Company has no disputed amount payable in respect of income tax, value added tax, wealth tax, service tax, custom duty, excise duty cess and other statutory dues, as applicable to it, which have not been deposited on account of any dispute.

x. The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses during the fnancial year or immediately preceding fnancial year.

xi. The Company has not borrowed any fund from fnancial institutions, banks or debenture holders and therefore clause 4(xi) of the order is not applicable.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore clause 4(xii) of the order is not applicable.

xiii. The Company is not a chit fund or a nidhi / mutual beneft fund/ society and therefore clause 4(xiii) of the order is not applicable.

xiv. The Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

xv The Company has not given any guarantee for loans taken by others from banks or fnancial institutions and therefore clause 4(xv) of the order is not applicable.

xvi. The Company not obtained any term loans and therefore clause 4(xvi) of the order is not applicable.

xvii. The Company has not raised any fund on short-term basis and therefore clause 4(xvii) of the order is not applicable.

xviii. 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 and therefore clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures and therefore clause 4(xix) of the order is not applicable.

xx. The Company has not raised any money by way of public issue and therefore clause 4(xx) of the order is not applicable.

xxi. During the year no fraud on or by the Company has been noticed or reported and therefore clause 4(xxi) of the order is not applicable.



For SARA & Associates

Chartered Accountants

(Firm Registration No. 120927W)



Rajesh Agarwal

Partner

Membership No. 78310

Place: Mumbai

Date: 29th May 2010