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Auditor Report of VJTF Eduservices Ltd.

Mar 31, 2015

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone Financial Statements of M/s. VJTF EDUSERVICES LIMITED (FORMERLY KNOWN AS ARTHEON FINANCE LIMITED) ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

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

AUDITORS' RESPONSIBILITY:

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of 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 control system over financial reporting and the operating effectiveness of the such controls. An audit also includes evaluating the appropriateness of 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 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; its loss and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1. As required by The Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a 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 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 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 written representations received from the Directors of the Company as on 31st March, 2015 and 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 sub - Section (2) of Section 164 of the Act; and

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 Clause 1(a) of Note 24 to the financial statements.

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

(iii) There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

M/s. VJTF EDUSERVICES LIMITED (FORMERLY KNOWN AS ARTHEON FINANCE LIMITED)

ANNEXURE TO INDEPENDENT AUDITORS' REPORT (Referred to in Paragraph (1) of our report of even date)

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

b. As informed to us, all fixed assets have been physically verified by the management. No material discrepancies were noticed on such physical verification.

(ii) As the Company does not have any inventory, the provision of clause (ii) of paragraph 3 of the Order is not applicable to the Company.

(iii) As the Company has not granted, secured or unsecured, loans to any party covered in the register maintained under Section 189 of the Act, the provisions of clause (iii) (a) and (b) of paragraph 3 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the internal control system is commensurate with the size of the Company and the nature of its business in respect of purchase of fixed assets and for rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits during the year. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

(vi) As informed to us, the Central Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. Therefore, the provision of clause (vi) of paragraph 3 of the Order is not applicable to the Company.

(vii) a. The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Duty of Customs, Service Tax, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no dues in respect of Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess, which have not been deposited on account of any dispute, except for the following:

Income Tax of Rs. 8,34,014 for the previous Assessment Years; appeal whereof is pending with the Income Tax Appellate Tribunal, Mumbai.

c. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder.

(viii) The Company's accumulated loss does not exceed fifty percent of its net worth at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) On the basis of our examination of records and according to the information and explanations given to us, we report that the Company has not defaulted in repayment of dues to banks except for minor delays in payment of interest. As the Company has neither issued any debentures nor borrowed any money from financial institution, the question of dues payable to debenture holders or financial institution does not arise.

(x) In our opinion, the terms and conditions on which Guarantee / Security have been given by the Company for loans taken by Others from Banks / Financial institutions are not prejudicial to the interest of the Company.

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

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

For J. KALA & ASSOCIATES

CHARTERED ACCONTANTS

FIRM REG. NO.: 118769W

JAYESH KALA

Place: Mumbai PARTNER

DATE: 29th May, 2015 MEMBERSHIP NO.: 101686


Mar 31, 2014

We have audited the accompanying financial statements of M/S VJTF EDUSERVICES LIMITED (Formerly known as Artheon Finance Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the Eighteen months period then ended, and a summary of significant accounting policies and other explanatory information.

Management 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 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 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility:

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

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

1. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

2. In the case of the Statement of Profit and Loss, of the loss for the eighteen months period ended on that date; and

3. In the case of the Cash Flow Statement, of the cash flows for the eighteen months period ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 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 Statements 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 notified under sub-section (3C) of Section 211 of 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.

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

Annexure to the Independent Auditors'' 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 is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b) As informed to us, fixed asset has 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. No material discrepancies were noticed on such physical verification.

c) None of the substantial part of fixed assets has been disposed off during the year.

2. Since there is no inventory with the Company. Therefore, the provision of clause (ii) of Paragraph 4 of the Order is not applicable to the Company.

3. a) In our opinion and according to the information and explanations given to us, the Company has granted unsecured loans to Three parties covered in the register maintained under Section 301 of the Act, the maximum amount involved in the transactions was Rs. 2,087.05 Lakhs and the year end balance was Rs. 1990.30 Lakhs.

b) In our opinion, the rate of interest, where applicable and other terms and conditions on which loan have been granted are not prima-facie, prejudicial to the interest of the Company.

c) The principal amount and interest, where applicable, in respect of loans given by the Company are payable on demand. Therefore, there is no question of being regular in payment of principal and interest.

d) There is no overdue amount in excess of Rs. 1 Lakh in respect of loans granted, since repayment schedule is not stipulated and are repayable on demand.

e) According to the information and explanations given to us, the Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Act, the maximum amount involved in the transactions was Rs. 1,42,59,303 and the year end balance was Rs. 26,000.

f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken are not prima-facie, prejudicial to the interest of the Company.

g) The principal amount and interest in respect of Loans taken by the Company are payable on demand. Therefore, there is no question of being regular in payment of principal and interest.

4. In our opinion and according to the information and explanations given to us, the internal control system is commensurate with the size of the Company and the nature of its business in respect of purchase of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. During the year, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed thereunder.

7. Although the Company has no formal internal audit system, as such, its internal control procedures ensure reasonable internal checking of financial and other records and this together with the continuous inspection of branch books by the chief accountants of the Company can be considered adequate considering the size and nature of its business and operations.

8. As informed to us, the Central Government of India has not prescribed maintenance of cost records under Section 209(1)(d) of the Act for any of the products of the Company. Therefore, the provision of clause (viii) of Paragraph 4 of the Order is not applicable to the Company.

9. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty, Cess and other material statutory dues applicable to it with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues in respect of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute except for following:

i. Income Tax of Rs. 8,34,014 for the previous Assessment Years; appeal whereof is pending with the Income Tax Appellate Tribunal, Mumbai

ii. Property Tax of Rs. 4,25,000 till 31st March ,2014; appeal whereof is pending with the Local Authorities.

10. The accumulated losses of the Company at the end of the financial period are less than 50% of its net worth; however, Company has not incurred cash losses during the period under audit, However there were cash losses in the immediate preceding period.

11. On the basis of our examination of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its Banks, except for few minor delays in payment of principal and interest thereon to the Bank.

12. As the Company has not granted any loans and advances on the basis of security by way of shares, debentures and other securities, the provision of clause (xii) of paragraph 4 of the Order is not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of clause (xiii) of Paragraph 4 of the Order is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities debentures and other investments. Therefore, the provision of clause (xiv) of Paragraph 4 of the Order is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of a guarantee and security given by the Company for the loan taken by the four parties covered in the register maintained under Section 301, of the Act, from Bank are not prima facie, prejudicial to the interest of the Company.

16. According to the records examined by us, the term loans have been applied for the purposes for which the loans were obtained.

17. According to the records examined by us as well as information and explanations given to us, we report that funds raised on short term basis has not been used for long term investments. Therefore, the provision of clause (xvii) of Paragraph 4 of the Order is not applicable to the Company.

18. Based on the Audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made preferential allotment of shares during the year.

19. The Company has not issued any secured debentures, the provision of clause (xix) of paragraph 4 of the order is not applicable to the company.

20. The Company has not raised any money through a public issue, the provision of clause (xx) of paragraph 4 of the order is not applicable to the Company.

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

For J. KALA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No - 118769W

Place:- Mumbai JAYESH KALA Date:- 30* May, 2014 PARTNER Membership No.- 101686


Sep 30, 2012

1. We have audited the attached Balance sheet of ARTHEON FINANCE LIMITED as at 30th September, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the eighteen months period ended on mat date annexed thereto. These Financial Statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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 amount and disclosure 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 Statements 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 ("die Order") issued by die Central Government of India in terms of section 227(4A) of die Companies Act, 1956 ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to die extent applicable.

4. We draw reference to clause no. 5 of note no. 22 regarding amalgamation of Vinay Jain''s Training Forum Pvt. Ltd. witii the Company with effect from close of 31st March, 2011 (being appointed date) as per the scheme under section 391 to 394 of the Act, approved by the Honorable High Court at Bombay and effect thereof is given in these financial statements as per die pooling of interest method prescribed by AS-14 and die resultant difference of Rs. 93,652,709 considered as goodwill.

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 account as required by law have been kept by the Company as 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 the report comply with the Accounting Standards notified under Companies (Accounting Standards) Rules, 2006, to the extent applicable.

e) On the basis of written representations received from the Directors as on 30th September, 2012 and taken on record by the Board of Directors, we are of the opinion that none of the Directors are disqualified as on 30* September, 2012 from being appointed as the Directors in terms of clause (g) of sub section (1) of section 274 of tire Act.

f) In our opinion and to the best of our information and according to tire explanations given to us, die said accounts read together witii notes thereon, 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:

i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 30th September, 2012 and ii) In so far as it relates to die Statement of Profit and Loss, of tire Loss of the Company for the eighteen months period ended on tiiat date. iii) In the Cash Flow Statement, of the cash flows of the Company for the eighteen montiis period ended on that date.

Annexure to the Auditors'' Report

(Ref erred to in Paragraph (3) of our report of even date)

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

b) As informed to us, a substantial portion of the fixed assets has been physically verified by the management during the eighteen months period which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) None of the substantial part of fixed assets has been disposed off during the period.

2. Since there is no inventory with the Company, the clause regarding inventory is not applicable.

3. In our opinion and according to the information and explanations given to us, the Company has not taken /granted unsecured loans from/to any party covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, the internal control system is commensurate with the size of the Company and the nature of its business in respect of purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. According to the information and explanations given to us, the Company has not entered in contracts or arrangements with the parties in the register maintained as referred to in section 301 of the Act.

6. The Company has not accepted arty deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. As informed to us, the Central Government of India has not prescribed maintenance of cost accounting records under section 209(1) (d) of the Act in respect of the Company''s activities.

9. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outs tan din g as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues in respect of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute except for the following income tax dues:

S. Forum where dispute is A. Y. Under Amount No. pending. Section in Rs.

VJTF Pvt. Ltd.

1 I ITAT, Mumbai 2007-08 143 (3) 2,75,280

2 ITAT, Mumbai 2007-08 271 (l)(c) 1,79,292

3 Income Tax (TDS) 2008-09 201 (1) 83,542

Artheon Finance Ltd._

4 I Rectification pending 2009-10 143 (1) 1,05,560

5 1 ACIT-7(2) 2010-11 143 (1) 1,90,340

Total 8,34,014

10. The accumulated losses of the Company at the end of the financial period are less than 50% of its net worth, however, Company has incurred cash losses during the financial year under audit as well as immediately preceding financial year.

11. On the basis of our examination of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks/financial institutions.

12. 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.

14. In our opinion, the Company is not dealing in or trading in shares, securities debentures and other investments.

15. In our opinion, the terms and conditions of guarantees given by the Company for loans taken by others are prima-facie, not prejudicial to the interest of the Company.

16. According to the records examined by us, the term loans have been applied for the purposes for which the loans were obtained.

17. According to the records examined by us as well as information and explanations given to us, we report that funds raised on short term basis have been used for long term investments to the extent of Rs. 11,560,465.

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

19. The Company has not issued any debentures.

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

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

For J. KALA & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No - 118769W

Place:- Mumbai

Date:- 5th March, 2013

AYESH4CA£A /PARTNER

Membership No. -101686


Mar 31, 2010

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

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 test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of Accounts.

d. In our opinion, the attached Balance Sheet and Profit & Loss Account and the cash flow Statement dealt with by this report complying with the Accounting Standards referred in Sub-section 3(c) of Section 211 of the Companies Act, 1956. -

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

f) In our opinion and to the best of our information and according to the explanations given to us the said Accounts read together with the notes thereon subject to Note 1 (III) (ii) regarding non-provision of gratuity give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India.

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

ii) In the case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

iii) In the case of the cash Flow Statement of the Cash Flow for the year ended or that date.

ANNEXURE TO THE AUDITORS REPORT : REFERED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE:

1) a) The Company has maintained proper records showing full particulars including quantitative details and situations of the Fixed Assets.

b) These assets have been physically verified by the management at reasonable intervals, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) As per records of the Company and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets. However during the current year, the company has discarded some fixed assets.

2) According to the information and explanation given to us, and having regard to the Companys Business the question of reporting on Clause 4 (ii)(a), 4(b) and 4(ii)(c)(relating to inventory) of the Companies (Auditors Report) order 2003 as Amended by Companies (Auditors Report) (Amendment) order 2004 (herein after referred to as the said order ) does not arise.

3) a) As per information and explanation given to us, the company has not granted unsecured loan to the company covered in the register maintained under section 301 of the Companies Act, 1956.

b) As the company has not granted any unsecured loan, as mentioned above, the direction of prejudicial to the company does not arise.

c) In view of our comments in para3 (a) and (b) above, reporting on clause 4(iii) (c) and 4(iii) (d) of the said order does not arise.

d) According to the information and explanation given to us, the company has not taken any loans Secured or Unsecured from Companies firm or other parties covered in the register maintained under section 301 of the Act.

e) In view of the forgoing the question of reporting on clauses 4(iii)(f) and 4(iii)(9) of the said order does not arises.

4) In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the Company and nature of its business for the purchases and sale of Shares and securities, fixed assets and for the sale of services.

5) In our opinion and according to the information and explanations given to us, the company has not entered into any contract, arrangements or transaction aggregating during the year to Rs.5,00,000/- ( Rs. Five Lakhs Only) or more in respect of each party being company, firm or other parties listed in the register maintained under section 301 of the Companies Act 1956, other than the subsidiary company as referred in Para 3(a) above.

6) The Company has not accepted any deposits from the public during the year to which the directive issued by the Reserve Bank Of India and provision of section 58A and Section 58AA and the rules framed there under are applicable.

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

8 The Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act 1956 in respect of services and other activities carried out by the Company. Accordingly, clause 4(iii) of the Order is not applicable.

9) a) According to the records of the Company, the company is regular in depositing undisputed statutory dues including Provident fund, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any company is regular in depositing undisputed statutory dues including Income-tax and any other statutory dues applicable to it, with the appropriate authorities during the year.

b) According to the records of the Company, there is no disputed amount payable on account of Sales Tax, Income Tax, Custom Duty, Wealth Tax or Excise duty outstanding at the end of the financial year except demand raised by income tax department of Rs.750795/- for the assessment year 2005-06 for which company preferred an appeal before commissioner of income tax and same is pending.

10) As at the end of the financial year, the Company does not have accumulated losses, which are less than fifty percent of its net worth. It has not incurred cash losses during the financial year or in the immediately preceeding financial year.

11) The company has neither taken any loans from financial institution and bank or issued any debentures, Accordingly, clause 4(xi) of the order is not applicable.

12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and/ or other security. Accordingly, clause 4(xi) of the order is not applicable.

13) The company is not a chit fund, Nidhi, Mutual benefit Fund or a Society. Accordingly, clause 4(xi) of the order is not applicable.

14) As per information and explanation given to us and records produced before us the Company has maintained proper records of transaction and contract in respect of trading in shares Debentures and other securities and that timely entries have been made and those shares and securities are held by the company in its own name.

15) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank of financial institution during the year.

16) The Company has not raised any terms loans during the year.

17) As per records maintained and information given to us, the company has not raised funds either on short term or long-term basis during the year.

18) As informed to us, the company has not made any preferential allotment of shares during the year.

19) The Company has not issued any debenture during the year.

20) The company has not raised any money by public issues during the year.

21) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

FOR AND ON BEHALF OF

V. PAREKH & ASSOCIATES

CHARTERED ACCOUNTANTS

MUMBAI, RASESH V. PARESH

PARTNER

DATED :6th SEPTEMBER, 2010 MEMBERSHIP NO. 38615

FIRM REG. NO.107488W

 
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