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Auditor Report of Swastika Investmart Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SWASTIKA INVESTMART LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and 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 of 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.

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 thereunder.

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. 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 31 st March, 2015, and its profit 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 ("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" 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 24 (1) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts-Refer Note 1.4(d) to the financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

As required by the Companies (Auditor's Report) Order issued by the Central Government in the terms of Section 143(11) of the Companies Act, 2013, we further report that:-

(1) Fixed Assets:-

(a) As informed to us, the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information and explanation given to us, these fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were observed.

(2) Inventories: -

(a) The inventory of the company comprises of shares and securities, which have been physically verified during the year by the management at regular interval.

(b) In our opinion and according to the information and explanation given to us, 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) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies have been noticed on physical verification of stock as compared to book records.

(3) Loan Granted: -

According to the information and explanation given to us, the Company has not granted unsecured loans to parties covered under section 189 of the Act.

(4) Internal Control Procedure: -

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 inventory and other assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct major weakness in the internal control system of the company in respect of these areas.

(5) Public Deposit: -

In our opinion and according to the information and explanation given to us, the company has neither accepted nor invited any deposit from public within the provision of Section 73 to 76 of Companies Act, 2013 and rules made there under. As explained and informed to us, no order against the company has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any tribunal/court.

(6) Cost Record: -

As informed to us, the Central Government has not prescribed the maintenance of cost record under Section 148(1) of the Companies Act, 2013.

(7) Statutory Dues: -

(a) According to the information and explanation given to us, the Company has been generally regular in depositing undisputed dues relating to Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with appropriate authorities. There are no undisputed statutory dues payable which are outstanding as at 31-03-2015 for a period of more than 6 months from the date they become payable, except to the following:

S. No. Particulars Amount (in Rs.)

1. Income Tax on Assessment (A. Y. 2008-09 a 2009-10) 3,94,000/-

(b) As informed and explained to us, there are some dues of Income Tax, Commercial Tax and other material statutory dues which have not been deposited on accounts of some dispute, which are detailed as below:-

Statute Forum where Amount involved Financial Year to which Dispute is pending (Rs.) the amount relates

Income Tax Act CIT (A) - 9, Mumbai 9,80,090/- F.Y. 2011-12 (A.Y. 2012-13)

Income Tax Act CIT (A) - 8, Mumbai 69,62,560/- F.Y. 2010-11 (A.Y. 2011-12)

Income Tax Act ITAT 93,375/- F.Y. 2006-07 (A.Y. 2007-08)

Finance Act 1994 (for Service Tax) C.C., CE & ST, Indore 30,89,019/- F.Y. 2005-06 to F.Y. 2007-08

(c) As per the information and explanation given to us, the required amount has been transferred to Investor Education and Protection Fund in accordance with relevant provisions of Companies Act, 1956 (1 of 1956) and rules made thereunder within time.

(8) Accumulated Cash Losses: -

As informed and explained to us, the company has no accumulated losses at the end of the financial year. Further, the Company has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(9) Default in repayment of dues to Financial Institutions, Banks or debenture holders: -

Based on our audit and according to information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to Financial Institutions, Banks or debenture holders.

(10) Guarantee given by the Company for Loan taken by others: -

As informed and explained to us, the company has not given any guarantees for loans taken by others from banks or financial institutions; hence this clause is not applicable to the company.

(11) Utilization of Terms Loans:-

According to information and explanation given to us, no term loan has been obtained by the company in current financial year; hence this clause is not applicable.

(12) Fraud Noticed or Recorded:-

To the best of our knowledge and belief and according to the information a explanation given to us, no fraud on or by the Company was noticed or recorded during the period.

For R. S. Bansal & Company

Chartered Accountants

Firm Reg. No.:000939C

Vijay Bansal

Place: Indore Partner

Date: 25th May, 2015 Membership No. : 075344


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements:

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

Auditor''s Responsibility:

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the 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

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

2) As required under provisions of 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 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, 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.

As required by the Companies Auditor''s Report Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we further report that :-

1. In respect of its fixed assets:

a) As informed to us, the company has maintained records, on yearly basis, showing particulars, including quantitative details and situation of fixed assets, however for certain block of assets the records maintained are pending for updation. The records have been maintained on computer system.

b) As informed to us, the company has physically verified fixed assets during the year. According to information and explanation given to us, no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, the company has not disposed off substantial assets during the year which has affected its status as going concern.

2. In respect of its inventories:

a) The inventory of the company comprising of shares and securities, which have been physically verified during the year by the management at regular interval.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories. No material discrepancies have been noticed on physical verification of stock as compared to book records.

3. In respect of loans secured or unsecured granted or taken by the company:

a) As per information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Hence clause 4(iii) (a), (b) 8t (c) are not applicable.

b) As per information and explanation given to us, the Company has obtained unsecured loans from parties covered under Section 301. The details are as under:

Name Maximum Amount Amount Outstanding (InRs.) (InRs.)

Swastika Fin-Mart Pvt. Ltd. 41,85,000/- Nil

Sunil Nyati 60,00,000/- Nil

Anita Nyati 10,00,000/- Nil

c) The Company has not paid any interest on such loan. As per the information provided to us, the other terms 8t conditions are generally not prejudicial to the interest of the Company.

d) As per information and explanation given to us, there was no stipulation as to payment of principal 8t interest. Hence we are unable to comment on this clause.

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, for the purchase of inventory and fixed assets and for the sale of services.

5. As explained & informed to us Company has entered all transactions, which are required to be entered in the register maintained in pursuant of the Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company neither accepted nor invited any deposits from public within the provision of Section 58A, 58AAof Companies Act, 1956 and rules made there under. As explained and informed to us no order against the company has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank India or any Tribunal or Court.

7. As explained and informed to us, the company has its own system for Internal Audit, which seems to be reasonable looking at the size and nature of its business.

8. As informed to us, the Central Government has not prescribed the maintenance of cost record U/s 209 (1) (d) of the Companies Act, 1956.

9. In respect of Statutory Dues:

a) According to information and explanations given to us, there are no disputed statutory dues payable in respect of Provident Fund, Employee''s State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty & Cess, Investor Education and Protection Fund, which are outstanding for a period of more than 6 months as at the last date of financial year from the date they became payable, except to the following:

S.No. Particulars Amount(in Rs.)

1. Income Tax on Assessment (A.Y. 2008-09 & 2009-10) 3,94,000/-

2. Income Tax on Assessment (A.Y. 2010-11) 67,700/-

b) According to information and explanations given to us, there are no dues towards Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess which have not been deposited on account of any dispute, except the following-

Name of the Statue Forum where Dispute Period to which the is pending amounts relates

Income Tax Act CIT(A)-8,Mumbai F.Y. 2010-11 (A.Y. 2011-12)

Income Tax Act ITAT F.Y.2006-07 (A.Y. 2007-08)

Finance Act, C.C., CE & ST, IndoreF.Y.2005-06 to F.Y.2007-08. 1944 (for Service Tax)

SEBI Act, 1992 Securities Appellate 10/10/2008 to 20/11 /2008 Tribunal (SAT)



Name of the Statute Amount in Rs.

Income Tax Act 69,62,560/-

Income Tax Act 93,375/-

Finance Act, 1944 (for Service Tax) 30,89,019/-

SEBI Act, 1992 7,00,000/-

10. As informed and explained to us, there is no accumulated cash losses of the company. Further, the Company has not incurred any cash losses during the period covered by the report and immediately preceding the financial year.

11. Based on our audit and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of any loan from Financial Institutions or Banks.

12. According to the information and explanation given to us, the Company has not given any 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/Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the company is dealing or trading in share, securities, debentures and other investments. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company, in its own name as per the provisions of section 49 of the Act.

15. According to the information and explanation given to us, the Company has not given any guarantee in respect of loan taken by others from any banks or financial institutions.

16. According to the information and explanations given to us, the company has not taken any term loan during the period covered under audit. Accordingly, the provisions of clause (xvi) of paragraph of the Order, 2003 are not applicable to the company.

17. According to the information and explanations given to us, and based on documents provided to us, we are of the opinion that no short-term fund has been utilized for long term investment.

18. We are informed that, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

19. According to the information and explanations given to us and records examined by us, the Company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arise.

20. The Company has not raised any money by public issue of shares during the period.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the period.

For : R.S.BANSAL a COMPANY CHARTERED ACCOUNTANTS FRN: 000939C

VIJAY BANSAL Place : Indore PARTNER Dated : 17-05-2014 M.N.075344


Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of SWASTIKA INVESTMART LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the yearthen ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statements:

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

Auditor''s Responsibility:

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

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

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

Opinion:

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

2) As required under provisions of 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 ouraudit;

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 agreementwith the booksof account;

d) In our opinion,the Balance Sheet,Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e) (On the basis ofwritten 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 THE AUDITOR''S REPORT AS REFERRED IN

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Swastika Investmart Ltd. for the year ended on 31.03.2013

As required by the Companies Auditor''s Report Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act,1956,we further report that:-

1) IN RESPECT OF ITS FIXED ASSETS:

a) As informed to us, the company has maintained proper records, on yearly basis, showing full particulars, including quantitative details and situation of fixed assets. The records have been maintained on computer system.

b) As informed to us, the company has physically verified fixed assets during the year. According to information and explanation given to us, no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, the company has not disposed off substantial assets during the year which has affected its status as going concern.

2) IN RESPECT OF ITS INVENTORIES:

a) The inventory of the company comprising of shares and securities, which have been physically verified during the year by the management at regular interval.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the natureof its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories. No material discrepancies have been noticed on physical verification of stock as compared to book records.

3) IN RESPECT OF LOANS SECURED OR UNSECURED GRANTED OR TAKEN BYTHE COMPANY:

a) As per information and explanation given to us, the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence clauses 4(iii)(a),(b)&(c) are not applicable.

b) As per information and explanation given to us, the Company has obtained unsecured loans from parties covered under Section 301. The details are as under:

Name Maximum Amount Amount Outstanding

Swastika Fin-Mart Pvt. Ltd. 35,95,000/- NIL

Nyati Holdings Pvt. Ltd. 3,75,000/- NIL

c) The Company has not paid interest on such loans. As per the information provided to us, the other terms & conditions are not prejudicial to the interest of the Company.

d) As per information and explanation given to us, there was no stipulation as to payment of principal & interest. Hence we are unable to commenton this clause. Although there was nooutstanding amount as atthe end of the year.

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, for the purchase of inventory and fixed assets and for the sale of services.

5) As explained & informed to us Company has entered all transactions, which are required to be entered in the register maintained in pursuant of the Section 301 of the Companies Act,1956.

6) In our opinion and according to the information and explanations given to us,the Company neither accepted nor invited any deposits from public with in the provision of Section 58A, 58AAof Companies Act, 1956 and rules made thereunder.Asexplained and informed to us no order against the company has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank India or any Tribunal or Court.

7) As explained and informed to us,the company has its own system for internal Audit, which seems to be reasonable looking the size and nature of its business.

8) As informed to us, the Central Government has not prescribed the maintenance of cost record U/s 209 (1) (d) of the CompaniesAct,1956.

9) IN RESPECT OF STATUTORY DUES:

a) According to information and explanations given to us, there are no undisputed statutory dues in respect of Provident Fund, Employee''s State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty & Cess, Investor Education and Protection Fund, which are outstanding for a period of more than 6 months as at the last date of financial yearfrom the date they became payable, excepttothefollowing:

S.no. Particulars Amounting

1 Income Tax on Assessment (AY. 2008-09 & 2009-10) 3,94,000/-

b) As informed and explained to us, that all the dues towards Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess, if any, are properly accounted in the books.

The detail of disputed demand is as under:-

Name of the Forum where Period to Which the Amount in Statute Dispute is Amounts Relates Rs. Pending Income Tax Act ITAT FY 2006-07 (AY 2007-08) 93,375/-

Finance Act, 1944 C.C., CE & ST, FY 2005-06 to FY 2007-08 30,89,019/- (for Service Indore Tax)

SEBI Act, 1992 Securities 10/10/2008 to 20/11/2008 700,000/- Appellate Tribunal (SAT)

10) As informed and explained to us there is no accumulated cash losses of the company. Further, the Company has not incurred any cash losses during the period covered by the report and immediately preceding the financial year.

11) Based on our audit and on the information and explanations given by the management, we are of the opinion that the companyhasnotdefaulted in repaymentof any loanfrom Financial Institutions or Banks.

12) According to the information and explanation given to us, the Company has not given any loans and advances on the basis of security byway ofPledge of Shares, debentures and othersecurities.

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

14) According to the information and explanations given to us, the company is dealing or trading in share, securities, debentures and other investments. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company, in its own name as per the provisions of section 49 of the Act.

15) According to the information and explanation given to us, the Company has not given any guarantee in respect of loan taken by others from any banks or financial institutions.

16) According to the information and explanations given to us, the company has not taken any term loan during the period covered under audit. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

17) According to the information and explanations given to us, and based on documents provided to us, we are of theopinion that noshort-termfund has been utilizedfor Long Term Investment.

18) We are informed that, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

19) According to the information and explanations given to us and records examined by us, the Company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arise.

20) The Company has not raised any money by public issue of shares during the period.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the period.

For:R.S.BANSAL&CO.

Chartered Accountants

FRN:000939C

Place: Indore

Date : 14.05.2013 Vijay Bansal

Partner

Membership No: 075344


Mar 31, 2012

We have audited the attached Balance-Sheet of SWASTIKA INVESTMART LTD. as at 31-03-2012 and also the statement of Profit & 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.

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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by Central Government under Section 227(4A) of the Companies Act, 1956 (here-in-after referred to as the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we give in the Annexure a statement to the matters specified in Paragraph 4 and 5 of the said order to the extent applicable to company.

2) Further to our comments in the Annexure referred to paragraph 1 above we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge & beliefs were necessary for the purpose of our 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 those books.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement 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 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 31st March, 2012 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 notes to accounts, gives 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 Balance Sheet, of the State of Affairs of the Company as at March 31st, 2012.

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

AND

iii. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT AS REFERRED IN PARAGRAPH ONE OF REPORT OF EVEN DATE TO THE MEMBERS OF SWASTIKA INVESTMART LTD., MUMBAI FOR THE YEAR ENDED ON 31-03-2012

As required by the Companies Auditor's Report Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we further report that

1) IN RESPECTOF ITS FIXED ASSETS:

a) As informed to us, the company has maintained proper records, on yearly basis, showing full particulars, including quantitative details and situation of fixed assets. The records have been maintained on computer system.

b) As informed to us, the company has physically verified fixed assets during the year. According to information and explanation given to us no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, the company has not disposed off substantial assets during the year which has affected its status as going concern.

2) IN RESPECT OF ITS INVENTORIES:

a) The inventory of the company comprising of shares and securities, which have been physically verified during the year by the management at regular interval.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories. No material discrepancies have been noticed on physical verification of stock as compared to book records.

3) IN RESPECT OF LOANS SECURED OR UNSECURED GRANTED OR TAKEN BYTHE COMPANY:

a) As per information and explanation given to us, the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence this clause is not applicable.

b) As per information and explanation given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence this clause is not applicable.

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, for the purchase of inventory and fixed assets and for the sale of goods.

5) As explained & informed to us Company has entered all transactions, which are required to be entered in the register maintained in pursuant of the Section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us, the Company neither accepted nor invited any deposits from public within the provision of Section 58A, 58AAof Companies Act, 1956 and rules made there under. As explained and informed to us no order against the company has been passed by Company Law Board, National Company Law Tribunal or Reserve Bank India or any Tribunal or Court.

7) As explained and informed to us, the company has its own system for Internal Audit, which seems to be reasonable looking the size and nature of its business.

8) As informed to us, the Central Government has not prescribed the maintenance of cost record U/s 209 (1) (d) of the Companies Act, 1956.

9) IN RESPECT OF STATUTORY DUES:

a) According to information and explanations given to us, there are no undisputed statutory dues in respect of Provident Fund, Employee's State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, Investor Education and Protection Fund, which are outstanding for a period of more than 6 months as at the last date of financial year from the date they became payable.

b) As informed and explained to us, that all the dues towards Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty & Cess, if any, are properly accounted in the books.

The detail of disputed demand is as under

Name of the Statue Forum where Dispute Period to Which the Amount inRs. is Pending Amounts Relates

Income Tax Act ITAT FY 2006-07 (AY 2007-08) 93,375/-

Income Tax Act ACIT, Mumbai FY2008-09 (AY2009-10) 1,516,800/-

Finance Act,1944 Commissioner of Central FY 2005-06 to FY 2007-08 3,089,019/- (for Service Tax) Excise (Appeals), Indore

Finance Act, 1944 Commissioner of Central FY 2005-06 to FY 2008-09 745,400/- (for Service Tax) Excise (Appeals), Indore

SEBI Act, 1992 Securities Appellate 10/10/2008 to 20/11/2008 700,000/- Tribunal (SAT) Tribunal (SAT)

10) As informed and explained to us there is no accumulated cash losses of the company. Further, the Company has not incurred any cash losses during the period covered by the report and immediately preceding the financial year.

11) Based on our audit and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of any loan from Financial Institutions or Banks.

12) According to the information and explanation given to us, the Company has not given any 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/nidhi/mutual benefit fund/society. Therefore, the provisions of clause(xiii) of paragraph of the Order are not applicable to the Company.

14) According to the information and explanations given to us, the company is dealing or trading in share, securities, debentures and other investments. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company, in its own name as per the provisions of section 49 of the Act.

15) According to the information and explanation given to us, the Company has not given any guarantee in respect of loan taken by others from any banks or financial institutions.

16) According to the information and explanations given to us, the company has not taken any term loan during the period covered under audit. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

17) According to the information and explanations given to us, and based on documents provided to us, we are of the opinion that no short-term fund has been utilized for Long Term Investment.

18) We are informed that, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

19) According to the information and explanations given to us and records examined by us, the Company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arise.

20) The Company has not raised any money by public issue of shares during the period.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the period.

For: R.S. BANSAL & CO.

Chartered Accountants

FRN:000939C

Place: Indore

Date : 28.05.2012

Vijay Bansal

Partner

Membership No: 075344


Mar 31, 2010

We have audited the attached Balance Sheet of SWASTIKA INVESTMART LTD. as at 31 st March 2010 and also the Profit and Loss Account for the period ended on that date annexed thereto. These financial statements are responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our Audit in accordance with auditing standards generally accepted in India. Those standards required 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 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 ouropinion.

We report as follows:

1) As required by the Companies (Auditors Report) Order 2003 (as amended) 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 manner specified in paragraph 4 & 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, 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 purposes of our 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 those books.

c) The Balance Sheet and Profit and Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statements comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent they are applicable to the company.

e) 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 director is disqualified as on 31st March, 2010 from being appointed as a directors 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 give the information required by 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 31 st March 2010.

ii. In the case of Profit and Loss Account of the Profit for the Year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Para 1 of our report of even date)

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

(b) The Fixed assets of the Company have been physically verified by the management at reasonable intervals during the year, and no material discrepancies were noticed on such verification.

(c) During the year the company has not disposed off a substantial part of its fixed assets so it does not affect the going concern assumption.

2) (a) The inventory of the company comprises of shares and securities, which have been physically verified during the year by the management at regular intervals.

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

(c) The company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stock as compared to book records.

3) (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraphs iii(b), iii(c) and iii(d) of the order, are not applicable.

(b) The company has not taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraphs iii(f) and iii(g) of the order, are not applicable.

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, for the purchase of inventory and fixed assets. During the course of audit, no major weakness has been noticed in these internal controls.

5) According to the information and explanations given to us, there have been no contracts or arrangements referred to in section 301 of the Act during the period to be entered in the register required to be maintained under that section. Accordingly the question of commenting on transactions made in pursuance of such contracts or arrangements does notarise.

6) The Company has not accepted any public deposit, hence the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder, are not applicable to the company.

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

8) Maintenance of Cost Records under section 209(1 )(d) of the Companies Act, 1956 has not been prescribed by the central government for the company.

9) (a) The Company is generally regular in depositing with the appropriate authorities statutory dues including Investor Education and Protection Fund, Employees State Insurance, Provident fund Act, Income-tax, Sales -tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material Statutory Dues applicable to it.

(b) There were no arrears as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the information & explanations given to us, there is no amount pending deposit on account of any dispute, in respect of sales tax, income tax, customs duty, excise duty, service tax, cess. j

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

11) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks, The company has no outstanding Debentures.

12) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

14) According to the information and explanations given to us, the Company is dealing or trading in shares, securities, debentures and other investments. In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures and other securities have been held by the company, in its own name as per the provisions of section 49 of the Companies Act, 1956.

15) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

16) In our opinion and according to the information and explanations given to us, the company has not taken any term loan during the period covered by our report. Accordingly, the provisions of clause 4(xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

18) According to the information and explanations given to us, 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.

19) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

20) During the period covered by our audit report the Company has not raised any money by public issues.

21) To the best of our knowledge and belief and 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 LADHA & CO.

Chartered Accountants

Reg. No. 105503W

Mukesh Ladha

Place: Mumbai Proprietor

Date: 29.05.2010 Membership No:35544





 
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