Auditor Report of United Credit Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of UNITED CREDIT 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 Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit 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, 20l5 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said 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 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 22.1 to the financial statements.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 of the Auditors' Report on "Other Legal and Regulatory Requirements" of even date to the members of 'UNITED CREDIT LIMITED' on the financial statements for the year ended 31st March, 2015.

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

(b) The fixed assets were stated to have been physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As stated, no material discrepancies between book records and the physical inventory were noticed on such verification.

(ii) There being no stock in trade, reporting requirements in terms of clause (ii) of the aforesaid order are not applicable to the Company.

(iii) On the basis of examination of books of account of the Company and on the basis of information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, clauses (iii)(a) to (iii)(b) of the aforesaid order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and with regard to interest and rental income.

Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in aforesaid internal control system.

(v) The Company has not accepted any deposits from public during the year, within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Moreover, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other court or tribunal.

(vi) The Central Government has not specified maintenance of cost records under sub-section (l) of section 148 of the Companies Act for any of the products of the Company.

(vii) (a) According to the information and explanations given to us and from the records of the company examined by us, the Company has been regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales- tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. .

(b) According to the information and explanations given to us and the records of the Company examined by us, there has been no dues of sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute as at the Balance Sheet date, except for the following :

1. Income Tax demand pertaining to Assessment year 2011-12 amounting to Rs. 88,330/- lying with Deputy Commissioner Income Tax. [Refer NOTE- 22.1 (b)]

2. Income Tax demand pertaining to Assessment years 2012-13 & 2013-14 amounting to Rs.171,890/- and Rs.100,740/- respectively lying with Assistant Commissioner of Income Tax (CPC). [Refer NOTE- 22.1 (c)]

(c) On the basis of checking of books of accounts of the Company and according to the information and explanations given to us, in our opinion, Rs. 452,793/- being unpaid dividend for the year ended 31st March, 2007 have been transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses during the financial year and in the immediately preceding financial year.

(ix) The Company has taken term loan (car) from a bank during the year. On the basis of records of the Company examined by us and according to the information and explanations given to us by the management, the Company had not defaulted in repayment of dues to the Bank. The Company had neither taken any loan from financial institution neither it had issued any debenture.

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

(xi) In our opinion and according to the information and explanations given to us, term loan raised by the Company have been applied for the purpose for which it is raised.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year nor have we been informed of any such case by the management.

For RAY & RAY

Chartered Accountants

Firm's Registration No. 301072E

AMITAVA CHOWDHURY

Partner

Membership No.56060

Place : Kolkata 26th May, 2015

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Mar 31, 2014

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

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 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 31st March, 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, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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, 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 read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 read with corresponding section 164(2) of the Companies Act, 2013; and

f. The Central Government has neither issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid. However, no cess is due and payable by the Company.

3. As required by the Non-Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 2008, we also state that we have submitted a report addressed to the Board of Directors of the Company containing a statement on the matters of supervisory concerns to the Reserve Bank of India, as specified in the said Directions.

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in paragraph 1 of our Report of even date addressed to the Members of UNITED CREDIT LIMITED on the financial statements for the year ended 31st March, 2014]

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

(b) The fixed assets were stated to have been physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As stated, no material discrepancies between book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. There being no stock in trade, reporting requirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company.

iii. (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.

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

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of our comments in paragraph (iii)(c) above, clauses (iii)(f), (iii)(g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to interest and rental income. Further during the course of our audit, we have neither come across nor we have been informed of any continuing failure, to correct major weakness in the internal control system.

v. (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained u/s 301 of the Act, have been so entered.

(b) Since the value of such transactions entered with the Company is less than Rs.5 lakhs during the year, in our opinion, the requirements of clause (v) (b) of the aforesaid order are not applicable to the Company.

vi. The Company has not accepted any deposits from the public under sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company''s internal audit system carried out by a firm of chartered accountants is commensurate with the size and nature of its business.

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

ix. According to the information and explanations given to us and the records of the Company examined by us, in our opinion :

(a) The Company has been regular in depositing during the year the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, read with NOTE 23.1(a) regarding certain demands on Income Tax matters pertaining to Assessment Year 1996-97 aggregating to Rs,6,900,919/- which has been paid by the company and shown under Long Term Loans and Advances, there has been no dues of Wealth Tax and Customs Duty which have not been deposited on account of any dispute as at the Balance Sheet date, except for the following:

1. Income Tax demand pertaining to Assessment Year 2011-12 of Rs.85,897/- lying with Dy. Commissioner Income Tax. [Refer NOTE 23.1(b)]

2. Income Tax demand pertaining to Assessment Year 2012-13 of Rs.169,750/- lying with Assistant Commissioner Income Tax (CPC). [Refer NOTE 23.1(c)]

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

xi. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to any bank, financial institutions and debenture holders.

xii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other similar securities.

xiii. In our opinion the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company. Therefore the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv. Based on our examination of the records, we are of the opinion that proper records have been maintained of shares and securities for transactions and contracts and timely entries have been made therein. The Company has held the shares, securities, debentures and other investments in its own name.

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

xvi. In our opinion and according to the information and explanations given to us, term loan raised by the Company have been applied for the purpose for which it is raised.

xvii. 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 funds raised on short-term basis have not been used during the year for long-term investments.

xviii. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause (xx) of paragraph 4 of the aforesaid order are not applicable to the Company.

xxi. During the course of our examination of books of account and records of the Company carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of such case by the Management.

For and on behalf of RAY & RAY Chartered Accountants Firm''s Registration No. 301072E AMITAVA CHOWDHURY Partner Membership No.056060

Kolkata May 23, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of United Credit Limited (''the Company), which comprise the Balance Sheet as at 31 st March, 2013, and 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 (Other notes to Financial Statements).

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 preparation of the financial statements that 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, the assessment of the risk of material misstatements 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 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, ofthe state of affairs of the Company as at 31st March, 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, 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 said 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 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 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

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

f. Since the Central Government has not issued any notification as to the rate at which the Cess is to be paid under Section 441A of the Act, nor has it issued any rules under the said section, prescribing the manner in which such Cess is to be paid, no Cess is due and payable by the Company.

3. As required by the Non-Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 2008, we also state that we have submitted a report addressed to the Board of Directors of the Company containing a statement on the matters of supervisory concerns to the Reserve Bank of India, as specified in the said Directions.

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in paragraph 1 of the Auditors'' Report of even date addressed to the members of UNITED CREDIT LIMITED on the financial statements for the year ended 31st March 2013]

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

(b) The fixed assets were stated to have been physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As stated, no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. There being no stock in trade, reporting requirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company.

iii. (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.

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

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

(d) In view of our comments in paragraph (iii)(c) above, clauses (iii)(f), (iii)(g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares / fixed assets and with regard to the sale of shares. Further during the course of our audit, we have neither come across nor have we been informed of any continuing failure, to correct major weakness in the internal control system.

v (a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Act, have been so entered.

(b) Since the value of such transactions entered with the Company is less than Rs.5 lakhs during the year, in our opinion, the requirements of clause (v) (b) of the aforesaid order are not applicable to the Company.

vi. The Company has not accepted any deposits during the year from the public under Sections 58A and 58AA of the Act and the rules framed there under

vii. In our opinion, the Company''s internal audit system carried out by a firm of chartered accountants is commensurate with the size and nature of its business.

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

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales Tax/ VAT, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, read with NOTE 23.1(a) regarding certain demands on Income Tax matters pertaining to Assessment Year 1996-97 aggregating to Rs,6,900,919/- which has been paid by the Company and shown under Loans and Advances, there are no dues of Wealth Tax and Customs Duty which have not been deposited on account of any dispute as at the Balance Sheet date, except for the following:

1. Income tax demand pertaining to Assessment Year 2011-12 of Rs.75,767/- pending hearing with Dy. Commissioner Income Tax. [Refer NOTE 23.1(b)]

x. The Company has accumulated losses at the end of the financial year not exceeding 50% of its networth The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv. Based on our examination of the records, we are of the opinion that proper records have been maintained of shares and securities for transactions and contracts and timely entries have been made therein The Company has held the shares, securities, debentures and other investments in its own name.

xv. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the year.

xvi. According to the information and explanations given to us, the term loan raised by the Company have been applied for the purpose for which they were raised.

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

xviii. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause (xix) of the aforesaid order are not applicable to the Company.

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

xxi. During the course of our examination of books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of material fraud on or by the Company, nor have we been informed of any such case by the Management.



For RAY & RAY

Chartered Accountants

Firm''s Registration No. 301072E

AMITAVA CHOWDHURY

Place of Signature : Kolkata Partner

Date : 24th May, 2013 Membership No.56060

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Mar 31, 2012

1. We have audited the attached Balance Sheet of UNITED CREDIT LIMITED ("Company") as at 31st March 2012, the related Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date (hereinafter referred to as "financial statements"), which we have signed under the reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, ("Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956 of India (the "Act"), 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 & 5 of the said Order.

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

4.1 The Investments in unquoted equity shares and preference shares of United Nanotech Products Ltd have suffered diminution in value (amount not ascertained) for which no provision has been made in the accounts with consequential impact on profit and Net Asset position at the end of the financial year (Refer NOTE 21.13).

4.2 Subject to our remarks in paragraph 4.1 above, 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;

4.3 Subject to our remarks in paragraph 4.1 above, 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;

4.4 These financial statements dealt with by this report are in agreement with the books of account;

4.5 Subject to our remarks in paragraph 4.1 above, in our opinion, these financial statements dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

4.6 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 a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

4.7 In our opinion and to the best of our information and according to the explanations given to us the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act and subject to our comment in paragraph 4.1 above, give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

5. As required by the Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008, we also state that we have submitted a report addressed to the Board of Directors of the Company containing a statement on the matters of supervisory concerns to the Reserve Bank of India, as specified in the said Directions.

ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date addressed to the members of UNITED CREDIT LIMITED on the financial statements for the year ended 31st March 2012]

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

(b) The fixed assets, other than those given on lease, were physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. There being no stock in trade (comprising of investments in shares and merchandise / trading items), reporting requirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company.

iii. (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.

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

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

(d) In view of our comments in paragraph (iii)(c) above, clauses (iii)(f), (iii)(g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares / fixed assets and with regard to the sale of shares. Further during the course of our audit, we have neither come across nor have we been informed of any continuing failure in the aforesaid control systems, to correct major weakness in the internal control system.

v. On the basis of our examination of books of account and according to information and explanations given to us, the Company has not entered into any transaction during the year that need to be entered into the register maintained under Section 301 of the Act and therefore the clauses (v)(a) and (v)(b) of paragraph 4 of the aforesaid order are not applicable to the Company.

vi. The Company has not accepted any deposits during the year from the public under Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company's internal audit system carried out by a firm of chartered accountants is commensurate with the size and nature of its business.

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

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, read with NOTE 21.1 regarding certain demands on Income Tax matters pertaining to Assessment Year 1996-97, which has been shown under Loans and Advances there are no dues of Income Tax, Wealth Tax and Customs Duty which have not been deposited on account of any dispute as at the Balance Sheet date.

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

xi. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv. Based on our examination of the records, we are of the opinion that proper records have been maintained of shares and securities for transactions and contracts and timely entries have been made therein. The Company has held the shares, securities, debentures and other investments in its own name.

xv. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the year.

xvi. According to the information and explanations given to us, the term loan raised by the Company have been applied for the purpose for which they were raised.

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

xviii. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause (xix) of the aforesaid order are not applicable to the Company.

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

xxi. During the course of our examination of books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of material fraud on or by the Company, nor have we been informed of any such case by the Management.

For RAY & RAY

Chartered Accountants

Firm's Registration No. 301072E

AMITAVA CHOWDHURY

Place: Kolkata Partner

Date : 26th May, 2012 Membership No.56060

---

Mar 31, 2011

ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date addressed to the members of UNITED CREDIT LIMITED on the financial statements for the year ended 31st March 2011]

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

(b) The fixed assets, other than those given on lease, were physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. There being no stock in trade (comprising of investments in shares and merchandise / trading items), reporting requirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company for the current year.

iii. (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.

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

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

(d) In view of our comments in paragraph (iii)(c) above, clauses (iii)(f), (iii)(g) of paragraph 4 of the aforesaid order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is in general an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories (shares) / fixed assets and with regard to the sale of shares. Further during the course of our audit, we have neither come across nor have we been informed of any continuing failure in the aforesaid control systems, to correct major weakness in the internal control system.

v. On the basis of our examination of books of account and according to explanation given to us, the Company has not entered into any transaction during the year that need to be entered into the Register maintained under Section 301 of the Act and therefore the clauses (v)(a) and (v)(b) of paragraph 4 of the aforesaid order are not applicable to the Company.

vi. The Company has not accepted any deposits during the year from the public under Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company's internal audit system carried out by a firm of accountants is commensurate with the size and nature of its business.

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

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, read with Note 3 of Schedule 16 regarding certain demands on Income Tax matters pertaining to Assessment Year 1996-97, there are no dues of Income Tax, Wealth Tax and Customs Duty which have not been deposited on account of any dispute as at the Balance Sheet date.

x. The Company has no accumulated losses and has earned profit during the financial year covered by our report and had not incurred cash loss in the immediately preceding financial year.

xi. Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv. Based on our examination of the records, we are of the opinion that proper records have generally been maintained of shares, securities and debentures for transaction and contracts and timely entries have been made therein. The Company has held the shares, securities, debentures and other investments in its own name.

xv. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the year.

xvi. According to the information and explanations given to us, the Company has not raised any term loan during the year.

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

xviii. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause (xix) of the aforesaid order are not applicable to the Company.

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

xxi. During the course of our examination of books of account carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of material fraud on or by the Company, nor have we been informed of any such case by the Management.

For RAY & RAY

Chartered Accountants Firm's Registration No. 301072E AMITAVA CHOWDHURY Place : Kolkata Partner

Date : 20th May, 2011 Membership No.56060

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of UNITED CREDIT LIMITED ("Company") as at 31st March 2010, the related Profit & Loss Account and the Cash Flow Statement for the year ended on that date (hereinafter referred to as "financial statements"), which we have signed under the reference to this report. 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 so as to obtain reasonable assurance as to whether these financial statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, ("Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act 1956 of India (the "Act"), 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 & 5 of the said Order.

4. We report that:

(i) As stated in note 6(b) of Schedule 17 a sum of Rs.1,363,719/- representing unclaimed interest on unmatured debenture pertaining to 2000-01 to 2002-03 has been written back & credited to Profit & Loss Account. Had the above adjustment not been made, the Profit After Tax for the year would have been Rs.14,886,471/- as against the reported amount of Rs.16,250,190/- and the Reserve & Surplus would have been Rs.171,981,145/- as against the reported amount of Rs.173,344,864/- and the Current Liabilities would have been Rs.11,046,794/- against the reported amount of Rs.9,683,075/-.

(ii) Note 16(b) of Schedule 17 regarding non-furnishing of information as required to be disclosed in terms of Accounting Standard 15 on "Employees Benefits" and its effect, if any, due to non-availability of related details from the insurer.

5. Further to our aforementioned comments, we also report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) These financial statements dealt with by this report are in agreement with the books of account;

(iv) In our opinion, these financial statements dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given to us the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

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

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

6. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008, we also state that we have submitted a report addressed to the Board of Directors of the Company containing a statement on the matters of supervisory concerns to the Reserve Bank of India, as specified in the said Directions.

ANNEXURE TO THE AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date addressed to the members of UNITED CREDIT LIMITED on the financial statements for the year ended 31st March 2010]

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

(b) The fixed assets, other than those given on lease, were physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. There being no stock in trade (comprising of investments in shares and merchandise / trading items), reporting requirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company for the current year.

3. (a) The Company had granted unsecured loan to Subsidiary Companies which have ceased to be Subsidiaries and are covered in the Register maintained under Section 301 of the Companies Act, 1956. The year-end balances of such loan granted to those Companies aggregated to Rs.NIL (Previously Rs.16,475,000/-). The maximum amount outstanding on such loan at any time during the year aggregated to Rs. 46,085,000/-.

(b) In our opinion, the rate of interest and other terms and conditions on which such loan had been granted to Subsidiary Companies listed in the Register maintained under Section 301 of the Act, are not, prima- facie, prejudicial to the interest of the Company.

(c) The Loans granted to the Subsidiary Companies were repaid/settled in full along with Interest dues.

(d) In view of our aforementioned comments, clause (iii) (d) of the aforesaid Order is not applicable to the Company.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii) (f) to (iii) (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is in general an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories (shares) / fixed assets and with regard to the sale of shares. Further during the course of our audit, we have neither come across nor have we been informed of any continuing failure in the aforesaid control systems, to correct major weakness in the internal control system.

5. (a) According to the information and explanations given to us, the particulars of contracts and arrangements that need to be entered into the register maintained under Section 301 of the Act, have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits during the year from the public under section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Companys internal audit system carried out by a firm of accountants is commensurate with the size and nature of its business.

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales- tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, read with Note 3 of Schedule 17 regarding certain demands on Income Tax matters pertaining to Assessment Year 1996-97, there are no dues of Income Tax, Wealth Tax and Customs Duty which have not been deposited on account of any dispute as at the Balance Sheet date.

(c) Based on the information and explanations given to us and the records of the Company examined by us, read with Note 19 of Schedule 17, out of an amount of Rs.195,880/- in respect of Service Tax outstanding as on 31st March 2010, Rs.107,495/- represents amount due for more than six months which have been paid in the current financial year due to an amendment made in the Finance Budget 2010.

10. The Company has no accumulated losses and has earned profit during the financial year covered by our report but had incurred cash loss in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any term loans except a vehicle loan. The Company has taken term loan for the purchase of a vehicle which has been used for the purpose for which the loan was taken.

13. The provisions of any special statute applicable to chit fund/nidhi/ mutual fund/ societies are not applicable to the Company.

14. Based on our examination of the records, we are of the opinion that proper records have generally been maintained of shares, securities and debentures for transactions and contracts and timely entries have been made therein. The Company has held the shares, securities, debentures and other investments in its own name.

15. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the year.

16. 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.

17. The Company has not raised any money by issue of shares during the year.

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

19. The Company has not raised any money by public issue during the year.

20. The Company has not made any preferential allotment of shares to parties or to any Companies covered in the register maintained under Section 301 of the Act during the year.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the Company, nor have we been informed of any such case by the management.

For RAY & RAY

Chartered Accountants

K. K. GHOSH

Partner

Place:Kolkata Membership No.59781

Date :28th May, 2010 Firms Registration No. 301072E