Auditor Report of Asit C Mehta Financial Services Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of ASIT C MEHTA FINANCIAL SERVICES LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2014;

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

c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

(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, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(iii) 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;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow statements dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies'' Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies'' Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Asit C. Mehta Financial Services Limited, on the accounts of the company for the year ended 31st March, 2014.

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

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

(b) The Company has a regular programme of physical verification of its fixed assets under which all fixed assets are verified in a phased manner over a period 3 years In our opinion, this periodicity of physical verification is reasonable having regarded to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year none of the fixed assets were disposed off and therefore it did not affect the going concern status of the Company.

(2) The Company has not entered into any transactions during the year involving inventories. Therefore, the provisions of clause 4 (ii) (a), (b) and (c) of the order are not applicable to the Company.

(3) (a) The Company had granted interest bearing unsecured loan to a Subsidiary company covered in the register maintained under section 301 of the Companies'' Act, 1956. The maximum amount involved during the year was Rs.287.85 lakhs and year end balance was Rs. Nil.

(b) The other terms and conditions on which loans have been granted to the Subsidiary company are not, prima facie, prejudicial to the interest of the company.

(c) The Company is regular in recovering the principal amount as stipulated.

(d) Since the loan has been repaid, there is no overdue amount of the loan granted to a company covered in the register maintained under section 301 of the Companies Act, 1956.

(e) The company has taken unsecured interest bearing loan from a Subsidiary company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance of loan taken by the company was Rs. 221.20 lacs and the balance outstanding at the year-end was Rs. Nil

(f) The other terms and conditions on which loans have been taken from the Subsidiary Company are not, prima-facie, prejudicial to the interest of the Company.

(g) The company is regular in repaying the Principal amount and interest as stipulated.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to Purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls. In our opinion and according to the information and explanations given to us, there is no purchase of inventory and sale of goods during the year and therefore, clause 4(iv) of the Order, to that extent, is not applicable to the Company.

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanation given to us, where each of such transactions, is in excess of Rs.5 lakhs in respect of any party, the transaction have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time, except that in respect of sale of services, no comparison of prices could be made available to us since the Company informed us that there are no prevailing market prices/alternate sources of supply.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

(7) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(8) According to information and explanations given to us, 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 the service activities carried on by the Company and therefore, clause 4(viii) of the Order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess. Details of disputed dues in respect of Foreign Exchange Regulation Act, Service Tax and Property Tax which have not been deposited as on March 31, 2014 on account of any dispute are given below.

Name of the Nature of Dues Amount Period to Forum where Statute (Rs.) which the the dispute amount is pending relates

Foreign Appellate Exchange Tribunal Regulation Contravention of Foreign Act,1973 FERA regulations 10,000,000 1994-95 Exchange

Service Tax Service tax on Commissioner Brokerage Income 6,798,386/- 1996-2000 of Central Excise (Appeals)

Property Tax Property Tax on Brihanmumbai Premises 67,21,002/- 2011-2014 Mahanagar Palika

(10) The Company does not have any accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by our audit, and also 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 a bank and the Company has not issued any debentures and hence clause 4 (xi) of the Order, to that extent, is not applicable.

(12) In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(14) In our opinion, the company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act,1956.

(15) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(16) In our opinion, term loan availed by the company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

(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 funds of Rs. 10,08,91,047/- raised on short-term basis have been used for long-term investment.

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

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

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

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

For MANEK & ASSOCIATES Chartered Accountants Firm No: 126679W

(SHAILESH MANEK) Mumbai Proprietor Dated: May 29th, 2014 Membership No.: 034925

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ASIT C MEHTA FINANCIAL SERVICES LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility -

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2013;

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

c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

(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, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(iii) 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;

(iv) In our opinion, the Balance Sheet , Statement of Profit and Loss and Cash flow statements dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies'' Act, 1956;

(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 is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies'' Act, 1956.

(vi) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Asit C Mehta Financial Services Limited, on the accounts of the company for the year ended 31st March, 2013.

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

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

(b) The Company has a regular programme of physical verification of its fixed assets under which all fixed assets are verified in a phased manner over a period 3 years In our opinion, this periodicity of physical verification is reasonable having regarded to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. -

(c) The Fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposed has, in our opinion, not affect the going concern assumption.

(2) The Company has not entered into any transactions during the year involving inventories. Therefore, the provisions of clause 4 (ii) (a),(b) and (c) of the order are not applicable to the Company.

(3) (a) The Company has granted unsecured loan to a Subsidiary company covered in the register maintained under section 301 of the Companies'' Act, 1956. The maximum amount involved during the year was Rs.290.62 lakhs and yearend balance was Rs.290.62 lakhs.

(b) The other terms and conditions on which loans have been granted to the Subsidiary company are not, prima facie, prejudicial to the interest of the company.

(c) The Company is regular in recovering the principal amount as stipulated.

(d) There is no overdue amount of the loan granted to a company covered in the register maintained under section 301 of the Companies Act, 1956.

(e) The company has not taken unsecured loan, from a company, firms and any other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence provisions of clause 4(iii)(e),(f) &(g) of the Order is not applicable to the Company.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard'' to Purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls. In our opinion and according to the information and explanations given to us, there is no purchase of inventory and sale of goods during the year and therefore, clause 4(iv) of the Order, to that extent, is not applicable to the Company.

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanation given to us , where each of such transactions, is in excess of Rs.5 lakhs in respect of any party, the transaction have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time, except that in respect of sale of services, no comparison of prices could be made available to us since the Company informed us that there are no prevailing market prices/ alternate sources of supply.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve i Bank of India, the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the Rules framed there under are not applicable.

(7) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(8) According to information and explanations given to us, 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 the service activities carried on by the Company and therefore, clause 4(viii) of the Order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess. Details of disputed dues in respect of Foreign Exchange Regulation Act and Service Tax which have not been deposited as on March 31, 2013 on account of any dispute are given below.

Name of the Statute Nature of Dues Amount (Rs.) Period to which Forum where the dispute is pending the amount relates

Foreign Exchange Contra vention of 10,000,000 1994-95 Appellate Tribunal Foreign Regulation Act, 1973 FERA regulations Exchange

Service Tax Service tax on 6,798,386/- 1996-2000 Commissioner of Central Excise Brokerage Income (Appeals)

(10) The Company does not have any accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by our audit, and also 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 a bank and the Company has not issued any debentures and hence clause 4 (xi) of the Order, to that extent, is not applicable.

(12) In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(14) In our opinion, the company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(15) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by its Wholly Owned Subsidiary from banks are not prejudicial to the interest of the company.

(16) In our opinion, term loan availed by the company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

(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.

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

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

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

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

For MANEK & ASSOCIATES

Chartered Accountants

Firm No:0126679W

Mumbai (SHAILESH MANEK)

Dated: MAY 30th, 2013 Proprietor

Membership No.: 34925

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Mar 31, 2011

We have audited the attached Balance Sheet of Asit C Mehta Financial Services Limited as at 31st March 2011, 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 company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors' Report) order, 2003 (as amended) issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 & 5 of the said order.

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, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies' Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and notes thereon accounts give the information required by the Companies' Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

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

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

Annexure to the Auditors' Report Referred to in paragraph 3 of our Report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets under which all fixed assets are verified in a phased manner over a period 3 years. In our opinion, this periodicity of physical verification is reasonable having regarded to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

(2) The Company has not entered into any transactions during the year involving inventories. Therefore, the provisions of clause 4 (ii) (a),(b) and (c) of the order are not applicable to the Company. .

(3) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act ,1956

(b) The company had taken unsecured loan, from a company, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance of loan taken from the company was Rs.42 lacs and the balance outstanding at the year end was Rs.42 lacs.

(c) The other terms and conditions on which loans have been taken from the Company are not, prima- facie, prejudicial to the interest of the Company.

(d) The company is regular in repaying the Principal amount and interest as stipulated

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to Purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls. In our opinion and according to the information and explanations given to us, there is no purchase of inventory and sale of goods during the year and therefore, clause 4(iv) of the Order, to that extent, is not applicable to the Company.

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanation given to us , where each of such transactions, is in excess of Rs.5 lakhs in respect of any party, the transaction have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time, except that in respect of sale of services, no comparison of prices could be made available to us since the Company informed us that there are no prevailing market prices/ alternate sources of supply.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

(7) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(8) According to information and explanations given to us, 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 the service activities carried on by the Company and therefore, clause 4(viii) of the order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same..

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess. Details of disputed dues in respect of Foreign Exchange Regulation Act and Service Tax which have not been deposited as on March 31, 2011 on account of any dispute are given below.

Name of the Nature of Dues Amount Period to Forum where Statue (Rs.) which the the dispute amount is pending relates

Foreign Contravention 10,000,000 1994-95 Appellate Exchange FERA Tribunal Regulation regulations Foreign Act,1973 Exchange

Service Tax Service tax 6,798,386/- 1996-2000 Commissioner on Brokerage of Central Income Excise (Appeals)

(10) The Company does not have any accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by our audit, but there were no cash losses 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 a bank and the Company has not issued any debentures and hence clause 4 (xi) of the Order, to that extent, is not applicable.

(12) In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(14) In our opinion, the company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act,1956.

(15) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by its Wholly owned Subsidiary from banks are not prejudicial to the interest of the company.

(16) In our opinion, term loans, availed by the company were, prima facie, applied for the purpose for which they were obtained.

(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 funds of Rs. 1,24,81,788/- raised on short-term basis have been used for long-term investment

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

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

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

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

For MANEK & ASSOCIATES Chartered Accountants Firm No:0126679W



(SHAILESH MANEK) Proprietor Membership No.: 34925.

Mumbai Dated: MAY 30 , 2011

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Mar 31, 2010

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

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

We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

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, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the CompaniesAct, 1956;

(v) On the basis of written representations received from the directors, as on 31 * March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the 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 read with the significant accounting policies and notes thereon accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to the Auditors Report (Referred to in paragraph 3 of our Report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets under which all fixed assets are verified in a phased manner over a period 3 years. In our opinion, this periodicity of physical verification is reasonable having regarded to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No fixed assets were disposed of during the year, and therefore, do not affect the going concern assumption.

(2) (a) As explain to us, inventories were physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(3) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956 except an unsecured interest free loan to its subsidiary company. The maximum balance of loan granted to the company was Rs.5.5 lacs and the balance outstanding at the year-end was Rs. NIL.

(b) The other terms and conditions on which loans have been granted to the subsidiary and other Company are not, prima-facie, prejudicial to the interest of the Company.

(c) The company is regular in recovering the Principal amount as stipulated.

(d) There is no overdue amount of loans granted to company or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had not taken any loans, Secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to Purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls. In our opinion and according to the information and explanations given to us, there is no purchase of inventory and sale of goods during the year and therefore, clause 4(iv) of the Order, to that extent, is not applicable to the Company.

(5) (a) According to the information and explanations provided by the management, the contracts or arrangements that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanation given to us , where each of such transactions, is in excess of Rs.5 lakhs in respect of any party, the transaction have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time, except that in respect of sale of services, no comparison of prices could be made available to us since the Company informed us that there are no prevailing market prices/ alternate sources of supply.

(6) The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 58Aand 58AAor any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

(7) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(8) According to information and explanations given to us, 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 the service activities carried on by the Company and therefore, clause 4(viii) of the Order is not applicable.

(9) (a) According to records of the Company, and on the basis of our examination of the books of account, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same..

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess. Details of disputed dues in respect of Foreign Exchange Regulation Act and Service Tax which have not been deposited as on March 31, 2010 on account of any dispute are given below.

Name of the Statute Nature of Dues Amount (Rs.) Period to which the amount relates

Foreign Exchange Contravention of FERA 10,000,000 1994-95 Regulation Act,1973 regulations

Service Tax Service tax on Brokerage 6,798,386/- 1996-2000 Income



Name of the Statue Forum where the dispute is pending

Foreign Exchange Regulation Act,1973 Appellate Tribunal Foreign Exchange

Service Tax Commissioner of Central Excise (Appeals)

(10) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by our audit and 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 a bank and the Company has not issued any debentures and hence clause 4 (xi) of the Order, to that extent, is not applicable.

(12) In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(14) In our opinion, the company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act,1956.

(15) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by its Wholly Owned Subsidiary from banks are not prejudicial to the interest of the company.

(16) In our opinion, term loan availed by the company were, prima facie, applied by the Company for the purpose for which the loans were obtained.

(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 funds of Rs. 1,15,76,567/- raised on short-term basis have been used for long-term investment.

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

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

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

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

For MANEK & ASSOCIATES

Chartered Accountants

FirmNo:0126679W

Mumbai (SHAILESH MANEK)

Dated: May 27, 2010 Proprietor

Membership No.: 34925