Auditor Report of Alexander Stamps and Coin Ltd.

Mar 31, 2016

Independent Auditors'' Report

TO THE MEMBERS OF RUDRAKSH CAP TECH LIMITED REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Rudraksh Cap Tech Limited (the Company), which comprise the Balance Sheet as at March 31, 2016, 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

The Management and Board of Directors of the company are responsible for the matters stated in the Section 134(5) of the Companies Act, 2013 with respect to 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 principles generally accepted in India, including Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provision 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; design, implementation and maintenance adequate internal financial controls, that are 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'' RESPONSI BILITY

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 audit reports under the provisions of the Act, and the rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 preparations of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and operating the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s management and Board of 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 (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 Order.

2. As required by Section 143(3) of the Act, we further report that:

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

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

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

d) In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified under section 133(3) of the Act, read with rule 7 of the Companies (Accounts) Rule 2014

e) On the basis of the written representations received from the directors as on March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

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

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

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

iii) There were no amount which were required to be transferred to the Investor Education and Protection Fund by the company.

Annexure to Auditors'' Report

Annexure referred to in the Auditors'' Report of even date to the Members of Rudraksh Cap Tech Limited on the accounts for the year ended 31^st March, 2016.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the source of our audit, we report that;

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

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

2. (a) The inventory has been physically verified at reasonable intervals by the management.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act.

(a) Accordingly, provision regarding terms and conditions of the grant of such loans are not prejudicial to the company''s interest is not applicable to the company and hence not commented upon.

(b) Provision regarding the schedule of repayment of principal and repayment of interest is stipulated and repayment or receipt are regular is not applicable to the company and hence not commented upon.

(c) Provision regarding overdue for more than ninety days and reasonable steps for recovery of the principal and interest is not applicable to the company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5. The company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act. Hence, the provision of this clause is not applicable to the company.

7. (a) According to the information and explanations given to us and based on the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed dues of Income Tax, sales tax, customs duty, wealth-tax, excise duty and cess were in arrears as at March 31, 2016 for a period of more than six months from the date on which they become payable.

(c) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

FOR, MAYUR SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

Sd/-

(MAYUR M.SHAH)

DATE : 14/05/2016 (M.NO.36827)

PLACE: Ahmadabad (PARTNER

FRN : 106125W

---

Mar 31, 2015

1. We have audited the attached Balance Sheet of Rudraksh Cap Tech Limited as at 31st March 2015, Profit and Loss Account and also the Cash flow of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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;

i. 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.

ii. In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books, except for matters referred in below mentioned paragraphs and notes to the accounts.

iii. The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with by this Report are in agreement with the books of account. Except for matters referred in below mentioned paragraphs and notes to the accounts.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except for matters referred in below mentioned paragraphs and notes to the accounts.

v. On the basis of written representations received from the Directors, as on 31st March, 2015 and taken on record by the Board of Directors, We report that None of the Directors of the Company are prime facie as at 31st March, 2015 disqualified from being appointed as Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts does not give the information required by the Companies Act, 1956, in the manner so required and does not 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 Co. as at 31st March, 2015.

(b) In the case of the Profit and Loss Account, of the Loss for the Year ended on that date.

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

Subject to -

* No Provision has been provided in the financial statements which, in our opinion, is in accordance with the prudential Accounting norms as per Non- Banking Financial Companies Prudential Norms (Reserve Bank ) Directions, 1998.This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March, 2014 should be reduced accordingly.

* Non-provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & Loss accounts comply with the accounting standard referred to in sub-section (3c) of section 211 the Companies Act,1956.

* For the effect on the financial statement of non-provision of doubtful debts referred to in paragraph (b) foregoing, the said financial statements read together with the other notes thereon does not give the information required by the Companies Act,1956 in the manner so required and hence does not give a true and fair view in conformity with the accounting principles generally accepted in India.

* The company has not complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad and doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non-Banking Financial Companies Prudential Norms ( Reserve Bank ) Directions, 1998.

* Non - compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

* The company has not complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.- - The company has not complied with Accounting Standard - 9 in respect of "Revenue Recognition".

* Company has not provided any interest on non-payment of previous year taxation dues.

* Note No.1 relating to retirement a benefit as per Accounting slandered- 15 which is accounted for on payment basis. The extent of noncompliance in value terms is not ascertainable.

* Note No 2 relating to non provision of Deferred Tax as per the Accounting Standard-22, the amount is not ascertainable.

* Note No. 3 relating to appreciation in the value of quoted/unquoted investments and amount credited to profit and loss accounts is not as per the treatment of entry of investment laid down in Accounting Standard- 13 & Accounting Standard-9 in the financial year 2014-2015 and also contravene the RBI Guidelines .

* Note No.4 relating to Non provision of decaling value of Loan & Advances and are subject to confirmation /verification, the amount is not ascertainable.

Annexure to Auditors' Report (referred to in paragraph 2 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The management during the year has not physically verified all the fixed assets in phased periodic manner, 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) In our Opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956: The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under Section 301 of The Companies Act, 1956. Hence, the question of reporting whether the terms and condition of such loans are prejudicial to the interest of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken, does not arise.

4. In our opinion and according to the information and explanations given to us, there are not adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to gross income, commission, bank transaction.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:-

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into in the Register maintained under Section 301 of the Companies Act, 1956 have been so en0tered.

(b) In our opinion and according to the information and explanations given to us, each of these transactions aggregating to Rs. 5,00,000/- (Rupees Five Lacks only) or more in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is not a Non-Banking Financial Company which is an investment company, not accepting public deposits and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments.

( i ) In our opinion and according to the information given to us, the Board of Directors has passed a resolution for the non-acceptance of the public deposits.

( ii ) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

( iii ) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding / subsidiary companies.

( iv ) In our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time throughout the accounting year.

( v ) In our opinion and according to the information given to us, the company has continued to hold the securities of group or holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

7. In our opinion, the Company has not an internal audit system commensurate with the size and the nature of its business.

8. Maintenance of Cost Records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the year under review

9. In respect of statutory dues:

(a) According to the records of the Company, Provident Fund dues have been regularly deposited during the year with the appropriate authorities. We have been informed that the provisions of the Employees' State Insurance Scheme are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Wealth-tax, Sales-tax, Custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March, 2015, for a period of more than six month from the date they become payable; and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income tax, Customs duty, Wealth tax, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company 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 Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. As per the records of the Company and the information and explanations given to us by the management, the Company has not maintained the records of its dealings in shares, debentures, securities and other investments.

15. In our opinion, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause is not called for.

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 investment and no long-term funds have been used to finance short-term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and hence Company has not created securities.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

Date: - 01/09/2015 for N. Jani & Co. Chartered Accountants

Place: - Vadodara ( Nilakanth Jani) (Partner) M. No.- M041802

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of Rudraksh Cap Tech Limited as at 31st March 2013, Profit and Loss Account and also the Cash flow of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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;

i. 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.

ii. In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books, except for matters referred in below mentioned paragraphs and notes to the accounts.

iii. The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with by this Report are in agreement with the books of account. Except for matters referred in below mentioned paragraphs and notes to the accounts.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except for matters referred in below mentioned paragraphs and notes to the accounts.

v. On the basis of written representations received from the Directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that None of the Directors of the Company are prime facie as at 31st March, 2013 disqualified from being appointed as Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts does not give the information required by the Companies Act, 1956, in the manner so required and does not 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 Co. as at 31st March, 2013.

(b) In the case of the Profit and Loss Account, of the Loss for the Year ended on that date.

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

Subject to –

- No Provision has been provided in the financial statements which, in our opinion, is not in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank ) Directions, 1998.This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March, 2013 should be reduced accordingly.

- Non-provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & Loss accounts comply with the accounting standard referred to in sub-section (3c) of section 211 the Companies Act,1956.

- For the effect on the financial statement of non-provision of doubtful debts referred to in paragraph (b) foregoing, the said financial statements read together with the other notes thereon does not give the information required by the Companies Act,1956 in the manner so required and hence does not give a true and fair view in conformity with the accounting principles generally accepted in India.

- The company has not complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad and doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non-Banking Financial Companies Prudential Norms ( Reserve Bank ) Directions, 1998.

- Non – compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

- The company has not complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.- - The company has not complied with Accounting Standard – 9 in respect of "Revenue Recognition".

- The company has paid penalty of Rs. 16,07,825/- to Bombay Stock Exchange. But on going through the BSE Auditors letter dated 30th March 2013 and 25th March 2013 of Rs.8,90,875/- in respect of advance fees paid to Bombay Stock Exchange and Rs.85,000/- paid as a security deposit respectively.

-Company has not provided any interest on non-payment of previous year taxation dues.

- Note No.1 relating to retirement a benefit as per Accounting slandered- 15 which is accounted for on payment basis. The extent of noncompliance in value terms is not ascertainable.

- Note No 2 relating to non provision of Deferred Tax as per the Accounting Standard-22, the amount is not ascertainable.

- Note No. 3 relating to appreciation in the value of quoted/unquoted investments and amount credited to profit and loss accounts is not as per the treatment of entry of investment laid down in Accounting Standard– 13 & Accounting Standard-9 in the financial year 2012-2013 and also contravene the RBI Guidelines .

- Note No.4 relating to Non provision of decaling value of Loan & Advances and are subject to confirmation /verification, the amount is not ascertainable.

Annexure to Auditors'' Report (referred to in paragraph 2 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The management during the year has not physically verified all the fixed assets in phased periodic manner, 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) In our Opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956: The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under Section 301 of The Companies Act, 1956. Hence, the question of reporting whether the terms and condition of such loans are prejudicial to the interest of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken, does not arise.

4. In our opinion and according to the information and explanations given to us, there are not adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to gross income, commission, bank transaction.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:-

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into in the Register maintained under Section 301 of the Companies Act, 1956 have been so en0tered.

(b) In our opinion and according to the information and explanations given to us, each of these transactions aggregating to Rs. 5,00,000/- (Rupees Five Lacks only) or more in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposits and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments.

( i ) In our opinion and according to the information given to us, the Board of Directors has passed a resolution for the non-acceptance of the public deposits.

( ii ) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

( iii ) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding / subsidiary companies.

( iv ) In our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time throughout the accounting year.

( v ) In our opinion and according to the information given to us, the company has continued to hold the securities of group or holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

7. In our opinion, the Company has not an internal audit system commensurate with the size and the nature of its business.

8. Maintenance of Cost Records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the year under review

9. In respect of statutory dues:

(a) According to the records of the Company, Provident Fund dues have been regularly deposited during the year with the appropriate authorities. We have been informed that the provisions of the Employees'' State Insurance Scheme are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Wealth-tax, Sales-tax, Custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March, 2013 for a period of more than six month from the date they become payable; and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income tax, Customs duty, Wealth tax, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company 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 Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. As per the records of the Company and the information and explanations given to us by the management, the Company has not maintained the records of its dealings in shares, debentures, securities and other investments.

15. In our opinion, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company , the company has not obtained any term loans. Hence, comments under the clause is not called for.

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 investment and no long-term funds have been used to finance short-term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and hence Company has not created securities.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

Date: 27/05/2013 For Bharat Parikh & Associates

Place: Vadodara Chartered Accountants

(Bharat Parikh)

(Partner)

M. No. 038204

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Rudraksh Cap Tech Limited as at 31st March 2012, Profit and Loss Account and also the Cash flow of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure hereto 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;

i. 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.

ii. In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books, except for matters referred in below mentioned paragraphs and notes to the accounts.

iii. The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with by this Report are in agreement with the books of account. Except for matters referred in below mentioned paragraphs and notes to the accounts.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except for matters referred in below mentioned paragraphs and notes to the accounts.

v. On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that None of the Directors of the Company are prime facie as at 31st March, 2012 disqualified from being appointed as Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts does not give the information required by the Companies Act, 1956, in the manner so required and does not 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 Co. as at 31st March, 2012.

(b) In the case of the Profit and Loss Account, of the Loss for the Year ended on that date.

(c) In the case of the Cash flow statement, of the cash flows for the year ended on that date. Subject to -

- No Provision has been provided in the financial statements which, in our opinion, is not in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank ) Directions, 1998.This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March, 2012 should be reduced accordingly.

- Non-provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & Loss accounts comply with the accounting standard referred to in sub-section (3c) of section 211 the Companies Act,1956.

- For the effect on the financial statement of non-provision of doubtful debts referred to in paragraph(b) foregoing, the said financial statements read together with the other notes thereon does not give the information required by the Companies Act,1956 in the manner so required and hence does not give a true and fair view in conformity with the accounting principles generally accepted in India.

- The company has not complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad and doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non-Banking Financial Companies Prudential Norms ( Reserve Bank ) Directions, 1998.

- Non - compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

- The company has not complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.- - Note No.1 relating to retirement a benefit as per Accounting slandered- 15 which is accounted for on payment basis. The extent of noncompliance in value terms is not ascertainable.

- Note No 2 relating to non provision of Deferred Tax as per the Accounting Standard-22, the amount is not ascertainable.

- Note No. 3 relating to appreciation in the value of quoted/unquoted investments and amount credited to profit and loss accounts is not as per the treatment of entry of investment laid down in Accounting Standard- 13 & Accounting Standard-9 in the financial year 2011-2012 and also contravene the RBI Guidelines .

- Note No.4 relating to Non provision of decaling value of Loan & Advances and are subject to confirmation /verification, the amount is not ascertainable.

Annexure to Auditors'' Report

(referred to in paragraph 2 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The management during the year has not physically verified all the fixed assets in phased periodic manner, 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) In our Opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956: The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under Section 301 of The Companies Act, 1956. Hence, the question of reporting whether the terms and condition of such loans are prejudicial to the interest of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken, does not arise.

4. In our opinion and according to the information and explanations given to us, there are not adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to gross income, commission, bank transaction.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:-

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into in the Register maintained under Section 301 of the Companies Act, 1956 have been so en0tered.

(b) In our opinion and according to the information and explanations given to us, each of these transactions aggregating to Rs. 5,00,000/- (Rupees Five Lacks only) or more in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposits and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments.

( i ) In our opinion and according to the information given to us, the Board of Directors has passed a resolution for the non-acceptance of the public deposits.

( ii ) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

( iii ) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding / subsidiary companies.

( iv ) In our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time throughout the accounting year.

( v ) In our opinion and according to the information given to us, the company has continued to hold the securities of group or holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

7. In our opinion, the Company has not an internal audit system commensurate with the size and the nature of its business.

8. Maintenance of Cost Records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the year under review

9. In respect of statutory dues:

(a) According to the records of the Company, Provident Fund dues have been regularly deposited during the year with the appropriate authorities. We have been informed that the provisions of the Employees'' State Insurance Scheme are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Wealth-tax, Sales-tax, Custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March, 2012 for a period of more than six month from the date they become payable; and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income tax, Customs duty, Wealth tax, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company 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 Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. As per the records of the Company and the information and explanations given to us by the management, the Company has not maintained the records of its dealings in shares, debentures, securities and other investments.

15. In our opinion, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company , the company has not obtained any term loans. Hence, comments under the clause is not called for.

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 investment and no long-term funds have been used to finance short-term assets.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and hence Company has not created securities.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

Date: 29/05/2012 For Bharat Parikh & Associates

Place: Vadodara Chartered Accountants

(Bharat Parikh)

(Partner)

M. No. 038204