Auditor Report of Tokyo Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Tokyo Finance Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 and presentation 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under

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

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 31 March 2015 and its profits 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 section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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 31 March 2015 taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

(i) The Company does not have any pending litigations which would impact its financial position

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a non banking finance company does not maintain any inventory. Accordingly, the provisions of Clause 3 (ii) of the Order are not applicable to the Company.

(iii) The Company has granted unsecured Loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of loans and advances in the nature of loans given by the company, no stipulations have been made regarding repayment of the principal amount.

(b) Since there is no stipulations made regarding receipt of principal amount, the question of there being an overdue amount of more than Rs one lakh does not arise. However based on the information available to us, we are unable to comment on any reasonable steps taken by the company for recovery of interest.

(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 with regard to purchase of Inventories and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

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

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues were in arrears as at 31 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 is no amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty and Excise duty which have not been deposited on account of any disputes

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

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

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

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

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the company during the year for the purpose for which they were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Swamy & Chhabra Chartered Accountants FRN: 113036W

Pavan Kumar Chhabra Partner Membership Number: 085553

Navi Mumbai, 30 May, 2015

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Mar 31, 2014

Report on the Financial Statements : We have audited the accompanying financial statements of Tokyo Finance Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended as on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements : The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 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 loss 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 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corpo rate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India.

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 dis qualified 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 Companies Act, 1956.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory requirements'' Section of our report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified during the year by the management. According to Information & Explanation given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed off during the year.

2. The Company is a non banking finance company does not maintain any inventory. Therefore, the provisions of clause 4(ii) of the order are not applicable to the Company.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The loan is in the nature of running accounts, the maximum balance outstanding during the year and the year end balance was Rs. 1,065.54 lakhs.

(b) The rate of interest of such loans granted is prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and condition of such loans.

(c) In respect of loans and advances in the nature of loans given by the company, no stipulations have been made regarding repayment of the principle amount.

(d) Since there is no stipulations made regarding receipt of principal amount, the question of there being an overdue amount of more than Rs one lakh does not arise. However based on the information available to us, we are unable to comment on any reasonable steps taken by the company for recovery of interest.

(e) The company has taken unsecured loan from one party covered in the register maintained under Section 301 of the Companies Act, 1956 the maximum amount outstanding during the year was Rs. 1,010.90 lakhs and year end balance was Rs. 996.97 lakhs.

(f) The rate of interest and other terms and conditions of such loans taken are prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and conditions of such loans.

(g) In respect of loans and advances in the nature of loans taken by the company and interest there on, no stipulation have been made regarding the repayment.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the fixed assets and payment for expenses & for sale of services. During the course of our audit, no major instance of continuing failure to correct any weak nesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act which are in excess of Rs. 5.00 Lakhs have been made at a price which are reasonable having regard to the relevant market prices.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and anyother statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

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

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

11. Based on our audit procedures and on the information and explanations given by the management, the Company has not taken any loans from financial institutions, banks and debenture holders. Therefore, the provisions of Clause 4(xi) of the order are not applicable to the company.

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. Therefore, the provisions of Clause 4(xii) of the order are not applicable to the company.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the order are not applicable to the company.

14. During the period, the company did not deal or trade in shares, securities, debenture and other investment. Therefore, the provisions of Clause 4(xiv) of the order are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Therefore, the provisions of Clause 4(xv) of the order are not applicable to the company.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. Therefore, the provisions of Clause 4(xvi) of the order are not applicable to the company.

17. B ased on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company. Therefore, the provisions of Clause 4(xvii) of the order are not applicable to the company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year . Therefore, the provisions of Clause 4(xviii) of the order are not applicable to the company.

19. The Company has no outstanding debentures during the period under audit. Therefore, the provisions of Clause 4(xix) of the order are not applicable to the company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of Clause 4(xx) of the order are not applicable to the company.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management

For Swamy & Chhabra Chartered Accountants FRN: 113036W

Pavan Chhabra Place: Mumbai Partner Date: 29th May, 2014 Membership No. : 085553

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Tokyo Finance Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended as on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 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 loss 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 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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 Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory requirements'' Section of our report of even date)

On the basis of such checks as we considered appropriate and according to the information and expla- nation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified during the year by the man agement. According to Information & Explanation given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed off during the year.

2. The Company is a non banking finance company does not maintain any inventory. Therefore, the provisions of clause 4(ii) of the order are not applicable to the Company.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The loan is in the nature of running accounts, the maximum balance outstanding during the year and the year balance was Rs.910.50 lakhs.

(b) The rate of interest of such loans granted is prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and condition of such loans.

(c) In respect of loans and advances in the nature of loans given by the company, no stipulations have been made regarding repayment of the principle amount.

(d) Since there is no stipulations made regarding receipt of principal amount, the question of there being an overdue amount of more than Rs.One Lakh does not arise. However based on the information available to us, we are unable to comment on any reasonable steps taken by the company for recovery of interest.

(e) The company has taken unsecured loan from one party covered in the register maintained under Section 301 of the Companies Act, 1956 the maximum amount outstanding during the year and year end balance was Rs. 917.50 lakhs.

(f) The rate of interest and other terms and conditions of such loans taken are prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and conditions of such loans.

(g) In respect of loans and advances in the nature of loans taken by the company and interest there on, no stipulation have been made regarding the repayment.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the fixed assets and payment for expenses & for sale of services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be main tained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act which are in excess of Rs. 5.00 Lakhs have been made at a price which are reasonable having regard to the relevant market prices.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

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

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

11. Based on our audit procedures and on the information and explanations given by the management, the Company has not taken any loans from financial institutions, banks and debenture holders. Therefore, the provisions of Clause 4(xi) of the order are not applicable to the company.

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. Therefore, the provisions of Clause 4(xii) of the order are not applicable to the company

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society Therefore, the provisions of Clause 4(xiii) of the order are not applicable to the company.

14. During the period, the company did not deal or trade in shares, securities, debenture and other investment. Therefore, the provisions of Clause 4(xiv) of the order are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Therefore, the provisions of Clause 4(xv) of the order are not applicable to the company.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. Therefore, the provisions of Clause 4(xvi) of the order are not applicable to the company.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company. Therefore, the provisions of Clause 4(xvii) of the order are not applicable to the company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year. Therefore, the provisions of Clause 4(xviii) of the order are not applicable to the company.

19. The Company has no outstanding debentures during the period under audit. Therefore, the provisions of Clause 4(xix) of the order are not applicable to the company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of Clause 4(xx) of the order are not applicable to the company.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Swamy & Chhabra

Chartered Accountants FRN: 113036W

Pavan Chhabra

Place: Mumbai Partner

Date: 30th May, 2013 Membership No. : 085553

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Mar 31, 2012

We have audited the attached Balance Sheet of Tokyo Finance Limited, as at 31 st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require mat 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 (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 Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 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 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 such books;

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 195 6 to the extent they are applicable to the Company;

e. On the basis of the written representations received from the Directors as on 31 st March 2012,and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31,2012 from being appointed as a Director in terms of section 274(l)(g) 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 together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

L in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012;

n. in the case of the Statement of Profit and Loss, the profit for the year ended on March 31,2012 and

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

ANNEXURE TO AUDITORS' REPORT

As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central Government of India in terms of Section 227 (4 A) of the Companies Act, 1956 we further report on the matter specified in paragraphs 4 and 5 of the said order that:

(i) (a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, these Fixed Assets have been physically verified by the Management once during the year and no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us, we are of opinion that there was no substantial disposal of Fixed Assets during the year.

(n) The Company is a non-banking finance company and does not hold any inventories. Accordingly, the provisions of clause 4(h) of the Order are not applicable to the company.

(ni) (a) The Company has granted unsecured loans to one party listed in the register maintained under section 301 of the Companies Act, 1956. The loan is in nature of running accounts and the year end and the maximum balance due amounts to Rs. 833.32 lakhs.

(b) The rate of interest of such loans granted is prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and conditions of such loans.

(c) In respect of loans and advances in the nature of loans given by the company, no stipulations have been made regarding repayment of the principal amount.

(d) Since there is no stipulation made regarding receipt of principal amount, the question of there being an overdue amount of more than one lakh does not arise. However based on the information available to us, we are unable to comment on any reasonable steps taken by the company for recovery of interest.

(e) The Company has taken unsecured loan from one party listed in the register maintained under section 301 of the Companies Act, 1956 and the year-end and the maximum amount involved during the year Rs. 863.58 lakhs.

(f) The rate of interest and other terms and conditions of such loans taken are prima facie not prejudicial to the interest of the company. However there are no covenants in regards to other terms and conditions of such loans.

(g) In respect of loans and advances in the nature of loans taken by the company and interest there on, no stipulations have been made regarding repayment.

(iv) In our opinion and according to the information and explanations given to us, there exists 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 providing services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, in our opinion there are no transactions made in pursuance of contracts or arrangements that under section 301 that exceed the value of rupees five lakhs in respect of current financial year.

(vi) In our opinion and according to information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58 A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Therefore the provisions of clause 4(vi) of the Order are not applicable to the company.

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

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of activities carried out by the company. Therefore provisions of clause 4(viii) of the Order are not applicable to the company.

(ix) (a) During the year company has not made deduction in respect of Provident Fund, & Employees' State Insurance of its Employees. The Company has been generally regular in depositing the undisputed statutory dues including Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities payable to appropriate authorities and those are not outstanding as at March 31,2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, mere is no disputed amounts payable in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess on account of any dispute as on March 31,2012.

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

(xi) The Company has not taken any loans from financial institutions and banks during the current financial year. Therefore, the provisions of clause 4(xi) of the Order are not applicable to the company.

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

(xiii) The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society, do not apply to the Company. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) In our opinion, during the year, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any Term loans during the current financial year. Therefore, the provisions of clause 4(xvi) of the Order are not applicable to the company.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance sheet of the Company, in our opinion, there are no funds raised on a short term basis have been used for long term investments.

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

(xix) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4(xix) of the Order are not applicable to the company.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Swamy & Chhabra

Chartered Accountants

Firms Registration No: 113036W

Anand Ramanath V. Place: Mumbai Partner

Date : 30th May, 2012 Membership No.: 225909

---

Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. 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.

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

4. Further to our comments in the annexure referred to in paragraph (3) 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 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 such books ;

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

(d) In our opinion, the Balance Sheet, profit & loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub -section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the Directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2010 from being appointed as a Director in terms of section 274(1) (g) 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 together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act 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 March 31, 2010;

ii. in the case of the 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 AUDITORS REPORT

Referred to in Paragraph 1 of our Report of even date.

1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us these Fixed Assets have been physically verified by the Management once during the year and no serious discrepancies have been noticed on such verification.

(c) None of the fixed assets have been disposed off during the year.

2. The Provisions relating to inventory are not applicable since the Company is a Finance Company.

3. (a) The Company has not granted unsecured loans to any party listed in the register maintained under section 301 of the companies Act, 1956, during the year, however there is repayment of loan from one party amounting to Rs.(2.8) lakhs, the outstanding balance at the beginning of the year was Rs 661.29 lakhs. The maximum outstanding balance of this loan during the year is Rs 695.14 lakhs. This loan is in the nature of running accounts and the balance outstanding at the year end is also Rs.658.50 lakhs.

(b) The rate of interest of such loans granted is prima facie not prejudicial to the interest of the Company. However there are no covenants in regards to other terms and conditions of such loans.

(c) In respect of loans given by the company, no stipulations have been made regarding repayment of the principal amount. Further, we are unable to distinguish whether the payments have been received towards the principal amount or the interest amount.

(d) Since there is no stipulation made regarding repayment of principal amount, the question of there being an overdue amount of more than one lakh does not arise. However based on the information available to us, we are unable to comment on any reasonable steps taken by the company for recovery of interest.

(e) The Company has taken an unsecured loan from one party listed in the register maintained under section 301 of the Companies Act,1956 amounting to Rs.66.07 lakhs the outstanding balance of which at the beginning of the year was Rs 453.83 lakhs. The maximum outstanding balance of this loan during the year is Rs 593.69 lakhs. The balance outstanding at the year end is Rs.519.90lakhs.

(f) The rate of interest of such loans taken is prima facie not prejudicial to the interest of the Company. However there are no covenants in regards to other terms and conditions of such loans.

(g) In respect of loans taken by the company, no stipulations have been made regarding repayment of the principal amount. Further, we are unable to distinguish whether payment has been made towards the principal amount of interest amount.

4. In our opinion, the company has 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 providing of services. However the Company does not have any transactions of purchase of inventory and sale of goods.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us , the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year within the meaning of section 58A and 58AA of Companies Act, 1956 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. The Company does not have a separate internal audit system.

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

9. (a) During the year, the Company has not made any deductions in respect of the Provident Fund and Employees State Insurance of its employees. The company has also been regular in depositing undisputed Statutory dues including Income Tax, wealth Tax, Sales Tax, Customs duty, Excise Duty, Service Tax, Cess and any other material statutory dues applicable to it and there is no amount outstanding as at March 31, 2010, for a period of more than six months from the date they became payable

(b) According to the records of the company, there are no dues outstanding of sales tax, income tax, wealth tax, service tax, customs duty, excise duty, cess on account of any dispute as on March 31, 2010.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit, and in the immediately preceding financial year.

11. The Company has not taken any loans from financial institutions or banks or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society does not apply to the Company.

14. During the year the Company has not dealt with or traded in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loan during the year.

17. According to the information and explanations given to us and based on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion there are no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

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

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SWAMY & CHHABRA

Chartered Accountants

C. AYYASWAMY

Partner

Mumbai, Dated: 31st May 2010. Membership No: 21754