Auditor Report of V B Desai Financial Services Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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 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. 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 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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 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 comply with the accounting standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th 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 Section 274(1)(g) of the Act.

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

(c) The Company has not disposed of any fixed assets and hence this clause of paragraph 4 of the Order is not applicable.

(ii) (a) The inventories of shares/stock lying in demat/physical forms have been verified by the management. In our opinion, the frequency of verification is reasonable;

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

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical verification of stocks and book records.

(iii) (a) During the year, the Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956 and hence clauses (iii.a) to (iii.d) of paragraph 4 of the Order are not applicable.

(b) During the year, the Company has not taken any loans, secured or unsecured, from the companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956 and hence clauses (iii.e) to (iii.g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory (securities), fixed assets and sale of inventory (securities) &services. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedures.

(v) According to the information and explanations given to us, there are no contracts that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 and hence clause (v) of paragraph 4 of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public during the year and hence Clause (vi) of paragraph 4 of the Order is not applicable.

(vii) The Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) We are informed that the Central Government has not prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

(a) According to the information and explanations given to us and the records of the Company examined by us the Company has generally been regular in depositing with the appropriate authorities undisputed 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 to it.

(b) According to the information and explanations given to us by the management and the records of the Company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed amounts in respect of the aforesaid dues which have not been deposited as at 31st March 2014.

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

(x) The Company has not availed of any loans either from bank or financial institutions nor did the Company have any debenture holders.

(xi) As per the books and 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, debentures and other securities.

(xii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Hence, clause (xiii) of paragraph 4 of the Order is not applicable.

(xiii) The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the Company in its own name.

(xiv) As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xv) On the basis of our review and related information and explanation as made available to us the Company has not taken any term loans during the year.

(xvi) 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 investments.

(xvii) The Company has not made any preferential allotment of shares during the year and hence, clause (xviii) of paragraph 4 of the Order is not applicable.

(xviii) The Company has not issued any debentures during the year and hence, clause (xix) of paragraph 4 of the Order is not applicable.

(xix) The Company has not raised any money by way of public issue during the year and hence, clause (xx) of paragraph 4 of the Order is not applicable.

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

For A. N. Damania & Co. Chartered Accountants Firm Reg. No.102077W

Ashvin Damania Proprietor M. No. 040166

Date: 30th May, 2014 Place: Mumbai

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of V. B. Desai Financial Services Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Section 211 (3C) 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 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 qualified audit opinion.

Basis for Qualified Opinion

As stated in Note No. 28, Provision of Gratuity / Leave encashment not being provided on actuarial basis, which is non-compliance with the requirements of Accounting Standard 15 ''Employee Benefits'' issued by the ICAI. In the absence of an actuarial valuation be- ing made, we are unable to quantify the effect, if any, on the profits of the Company for the year ended 31" March, 2013.

As stated in Note No.29, regarding non-provision in respect of debtors amounting to X 17.51 lac which are considered to be doubtful of recovery. Had such a provision being made, the amount of debtors and profit before tax for the year would have been lower by the said amount. , ,

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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, 2013;

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

c) in the case of the Cash Flow Statement, of the cash flows f or 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 Section 227(4A) 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Act;

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

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of

"Report on Other Legal and Regulatory Requirements" of our report of even date

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

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

2. (a) The inventories of shares/stock lying in demat/physical forms have been verified by the management. In our opinion, the frequency of verification is reasonable;

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

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical verification of stocks and book records.

3. (a) During the year, the Company has granted interest free unsecured loan to one party listed in the Register maintained under section 301 of the Companies Act, 1956 amounting to 7 290/-. The year end balance of such loans was Rs. 0.03 lac. (Maximum amount outstanding during the year was Rs. 0.03 lac). The interest free unsecured loans granted earlier to three parties listed in the Register maintained under section 301 of the Companies Act, 1956 amounted to Rs. 3.83 lac. The year end balance of such loans was Rs. 3.83 lac. (Maximum amount outstanding during the year was Rs. 3.83 lac).

(b) Since the unsecured loans granted are interest free, the same are prima-facie prejudicial to the interest of the Company. However, there are no covenants in regards to other terms and conditions of such loans.

(c) Since the unsecured loans granted are interest free, there is no receipt of interest. No stipulations have been made regarding receipt 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 rupees one lac does not arise.

(e) During the year, the Company has not taken any loans, secured or unsecured, from the companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Hence, clauses (iii.e) to (iii.g) of paragraph 4 of the Order are not applicable.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory (securities), fixed assets and sale of inventory (securities) &services. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedures.

6. Based on the audit procedures applied by us and according to the information and explanations given to us, there are no contracts that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

7. The Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, are not applicable to the Company.

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

9. We are informed that the Central Government has not prescribed maintenance of cost records u/s.209(1 )(d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us the Company has generally been regular in depositing with the appropriate authorities undisputed 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 to it.

(b) According to the information and explanations given to us by the management and the records of the Company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed amounts in respect of the aforesaid dues which have not been deposited as at 31st March 2013.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during me financial year covered by our audrt and in the immeojately precedhg fhancial year.

11. The Company has not availed of any loans either from bank or financtaiiristiulions nor dklttieCompafiyriave any debenture holders.

12. As per the books and records of the Company examined by us, me Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fundfcociery. Hence, clause (xin) of paragraph 4 of me Order is not applicable.

14. In Our opinion the Company has maintained proper records of transactions and coriracts in respect of dear and tiadbig in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. AH shares, debentures and other investments have been held by me Company in its own name.

15. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. On the basis of our review and related information and explanation as maoteavafcate to us trie Cornpany has not taken any term loans during the year.

17. According to the information and explanations given to us and on an overal examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

18. The Company has not made any preferential allotment of sharesduringtheyearandhence, clause (xvhQ of paragraph 4 of the Order is not appficabte.

19. The Company has not issued any debentures during the year andhence, clause (xix) of paragraph 4 of the Order is not applicable.

20. The Company has not raised any money by way of public issue during Ihe year and fierice, clause (xx) of paragraph 4 of the Order is not applicable.

According to the information to and explanations given to us, no fraud on or by the Companyhes been noticed or reported during the course of the audit.

ForAPTE&CO. CHARTERED ACCOUNTAMTS FrmReg. No:111925W

Dr.JAYANTAPTE

PARTNER Membership No. 035494 Mumbai Date: 30th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of V. B. DESAI FINANCIAL SERVICES LIMITED as at 31 st March, 2012, and also the State- ment of Profit and Loss of the Company for the year ended on that date annexed thereto and cash-flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and per- form 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 subsection (4A) of section 227 of the Companies Act, 1956,(the Act) and on the basis of such checks, as we considered appropriate, we give 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 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are, subject to our observations in Para 5 below, in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Com- ponies Act, 1956to the extent applicable;

e) On the basis of written representations received from the directors, as on 31 st March 2012, and taken on record by the Board of Direc- tors, we report that none of the directors are 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 Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, and subject to:

i. Provision of Gratuity/Leave encashment not being provided on actuarial basis, which is in non-compliance with the requirements of Accounting Standard 15 'Employee Benefits issued by the ICAI. In the absence of an actuarial valuation being made, we are unable to quantify the effect, if any, on the profits of the company for the year ended 31st March, 2012. (Refer Note No.27)

ii. Note No.26 regarding recognition in the current period, of revenue pertaining to Professional Fees, the bills in respect of which have been raised for future periods. In our opinion, the said recognition is notin compliance with Accounting Standard 9 'Revenue Recogni- tion'as issued by the ICAI. Such policy has resulted in an apparent overstatement of revenue byt32.50 lac. Had such recognition not been made, the income and profit before tax for the year would have been lower by the said amount.

iii. Note No.28 regarding non-provision in respect of debtors amounting tot 25.83 lac which are considered to be doubtful of recovery. Had such a provision being made, the amount of debtors and profit before tax for the year would have been lower by the said amount.

iv. Managerial remuneration amounting to Rs. 1,86,631/-is paid in excess of the limits specified under section 309 of the Companies Act, 1956. The excess managerial remuneration so claimed for the financial year 2011-2012 has been refunded by the director in the financial year 2012-13 on 22nd May 2012. Nonetheless, had the managerial remuneration been paid within the limits specified in the Act, the profit before tax of the company would have been higherbyt 1,86,631Mhe said accounts read with the Significant Accounting Policies and noteson accounts annexed thereto, give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

iii) In the case of cash flow statement, of the cash flow, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Re : V.B. Desai Financial Services Limited Referred to in Paragraph 3 of our report of even date

I. (a) The Company has maintained proper records showing fall particulars including quantitative details and situation affixed assets.

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

Z (a) The inventories of shares/stockpiling in physical Somtshave been verified by the management. In our opinion, the residency of verifica- tion is reasonable;

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

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical: verification of stocks and book records.

3. (a) During the year, the Company has granted interest free unsecured loan to six parties listed in the Register mainteMnied under section 301 of the Companies Act, 1956 amounting to Rs.13.85 lac. The yearend balance of such loans was Rs.22.61 iac-Mawmum amount outstanding during the year was Rs.22.61 lac). The interest free unsecured loans granted earlier to two parties is*ed in the Register maintained under section 301 of the Companies Act, 1956 amounted to Rs.7.70 lac. The yearend balance of such taaos was Rs.S.80 lac. (Maximum amount outstanding during the year was Rs.7 70 lac).

(b) Since the unsecured loans granted are interest free, the same are prima-facie prejudicial to the interest of the Company. However, there are no covenants in regards to other terms and conditions of such loans.

(c) Since the unsecured loans granted are interest free, there is no receipt of interest. No stipulations have been made regarding receipt 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 rupees one lac does not arise.

(e) During the year, the Company has not taken any loans, secured or unsecured, from the companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Hence, clauses (iii.e) to (iii.g) of paragraph of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal conM procedures.

5. Based on the audit procedures applied by us and according to the information and explanations given to us, there are no contracts that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, are not ap- pliable to the Company.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. (a) According to the information and explanations given to us and the records of the company examined by us the company has general

ally been regular in depositing with the appropriate authorities undisputed 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 to it

(b) According to the information and entoiatons given to us by the Management and the records of the Company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31s' March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed amounts in respect of the afore said dues which have not been deposited as at 31st March 2012.

10. The company does not have any accumulated tosses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately precedmg financial year.

II. The Company has not availed of any loans either from bank or financial institutions nor did the Company has any debenture holders.

12. As per the books and records of the company examined by us, the Company has not granted any loans and advances on the basts of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion the Company has maintained proper leconds of transactions and contracts in respect of dealing and trading in shares, securi- ties, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the company in its own name.

15. As informed to us. the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. On the basis of our review and related information and explanation as made available to us the company has not taken any term loans during the year.

17. Account filling *o 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 investments.

18. The Oasnpaisy has not made any preferential allotment of shares during the year and therefore, paragraph 4(18) of the Order is not applicable. -

19. The Company has not issued any debentures during the year and therefore paragraph 4(19) of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year and therefore paragraph 4(20) of the Order is no applicable.

21. Account Srig tote information to and explanations given to us, no fraud on or by the company has been noticed or reported during the course of theater.

For APTE & CO.

CHARTERED ACCOUNTANTS

Firm Reg. No: 111925W

Dr. JAYANT APTE

PARTNER

Membership No. 035494

Mumbai

Date: 25th May, 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of V, B. DESAI FINANCIAL SERVICES LIMITED as at 31st March, 2011, and also the Profit and Loss Account of the Company for the, year ended on that date annexed thereto and cash-flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 sub-section (4A) of section 227 of the Companies Act, 1956,(the Act) and on the basis of such checks, as we considered appropriate, we give 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 above, we report that:

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

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

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of ac- count.

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable; except regarding provision of Gratuity / Leave encashment not being provided on actuarial basis, therefore we are unable to quantify the effect, if any, on the profits of the company for the year ended 31st March 2011. (Refer Note No.4 of Schedule 13).

e) On the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section(1)of section 274 of the Companies Act, 1956.

f) Managerial remuneration amounting to Rs.64,439/- is paid in excess of the limits specified under section 309 of the Companies Act, 1956. The excess managerial remuneration so claimed for the financial year 2010-2011 has been refunded by the director in the financial year 2011 -12 on 29lh July 2011 .(Refer Note No. 8 of Schedule 13).

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon and in particular Note No. 3 and 5 in Schedule No. 13 regarding receipt of professional fees and non-provision of doubtful debts and subject to 4(d) and 4(f) above, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company, as at 31st March, 2011,

ii) In the case of the Profit and Loss account, of the profit for the year ended on that date.

iii) In the case of cash flow statement, of the cash flow, for the year ended on that date.

ANNEXURE TO THE AUDITORS'REPORT

Re : V.B. Desai Financial Services Limited

Referred to in Paragraph 3 of our report of even date

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

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

2. (a) The inventories of shares/stock lying in physical forms have been verified by the management. In our opinion, the frequency of verification is reasonable;

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

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical verification of stocks and book records.

3. According to the information and explanation given to us the Company has neither granted nor taken any loans secured or unsecured Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 hence clauses (a) to (g) of paragraph 4(3) of the order are not applicable during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedures.

5. Based on the audit procedures applied by us and according to the information and explanations given to us, there are no contracts that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, are not applicable to the Company.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and the records of the company examined by us the company has generally been regular in depositing with the appropriate authorities undisputed 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 to it.

(b) According to the information and explanations given to us by the Management and the records of the Company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31s March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed amounts in respect of the afore said dues which have not been deposited as at 31st March 2011.

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

11. The Company has not availed of any loans either from bank or financial institutions nor did the Company has any debenture holders.

12. As per the books and 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, debentures and other securities.

13. In our opinion, 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. In our opinion the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantee for loans taken by 'others from bank or financial institutions.

16. On the basis of our review and related information and explanation as made available to us the company has not taken any term loans during the year.

17. 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 investments.

18. The Company has net made any preferential allotment of shares during the year and therefore, paragraph 4(18) of the Order is not applicable.

19. The Company has not issued any debentures during the year and therefore paragraph 4(19) of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year and therefore paragraph 4(2C) of the Order is no applicable.

21. According to the information to and explanations given to us, no fraud on or by the company has been noticed or reported during the course of the audit.

For APTE & CO.

Chartered Accountants

Firm Reg. No:111925W

(JAYANTAPTE)

Place : Mumbai Partner

DATED: 25th August, 2011 Membership No. 035494

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of V. B. DESAI FINANCIAL SERVICES LIMITED as at 31st March, 2010, and also the Profit and Loss Account of the Company,for the year ended on that date annexed thereto and cash-flow statement for the year ended on that date. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The Companys accumulated losses as on 31st March, 2010 have eroded the entire share capital and a portion of the reserves. The accounts are continued to be prepared on "going concern" basis.

4. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,(the Act) and on the basis of such checks, as we considered appropriate, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of ac- count.

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable; except regarding provision of Gratuity / Leave encashment not being provided on actuarial basis, therefore we are unable to quantify the effect, if any, on the profits of the company for the year ended 31s1 March 2010. (Refer Note no. 5 of Schedule 14).

e) On the basis of written representations received from the directors, as on 31 st March 2010, and taken on record by the Board of Directors, we report that none of the directors are 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 Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon and in particular Note No. 4 in Schedule No. 14 regarding receipt of professional fees are subject to 5(d) above, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of the Profit and Loss account, of the profit for the year ended on that date.

iii) In the case of cash flow statement, of the cash flow, for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Re : V.B. Desai Financial Services Limited Referred to in Paragraph 4 of our report of even date

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

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

2. (a) The inventories of shares/stock lying in physical forms have been verified by the management. In our opinion, the frequency of verification is reasonable;

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

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical verification of stocks and book records.

3. According to the information and explanations given to us the Company has neither given nor taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 hence clauses (a) to (g) of paragraph 4(3) of the order are not applicable during the year under review.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedures.

5. Based on the audit procedures applied by us and according to the information and explanations given to us, there are no contracts that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, are not applicable to the Company.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act, 1956.

9. (a) There were no undisputed amounts payable in respect of Income Tax, Provident Fund, ESIC, Service Tax, Profession Tax, Sales-tax, Wealth-tax, Custom duty, Excise, Cess, etc. were outstanding as at 31st March 2010 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us by the Management and the records of the Company exam- ined by us there were no disputed dues of Sales Tax, Wealth Tax and Income Tax etc. which have not been deposited as at 31st March 2010.

10. The accumulated losses of the Company as at 31st March 2010 are not more than 50% of its net worth. It 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 availed of any loans either from bank or financial institutions. There are no debenture holders during the year.

12. As per the books and 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, debentures and other securities.

13. Clause 13 of the order is not applicable as the Company is not a Chit Fund company or nidhi /mutual benefit fund/society.

14. In our opinion the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. On the basis of our review and related information and explanation as made available to us the company has not taken any term loans during the year.

17. 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 investments.

18. The Company has not made any preferential allotment of shares during the year and therefore, paragraph 4(18) of the Order is not applicable.

19. The Company has not issued any debentures during the year and therefore paragraph 4(19) of the Order is not applicable.

20. The Company has not raised any money by way of public issue during the year and therefore paragraph 4(20) of the Order is no applicable.

21. According to the information to and explanations given to us, no fraud on or by the company has been noticed or reported during the course of the audit.

For A. N. DAMANIA & CO.

CHARTERED ACCOUNTANTS

ASHVIN N. DAMANIA

Proprietor

Membership No. 40166

MUMBAI Firm Reg. No: 102077W

DATED : 26th August, 2010