Auditor Report of Capfin India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of CAPFIN INDIA LIMITED (the company), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

OPINION

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

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2015;

(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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

(i) The Company 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 amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

[Referred to in Paragraph 5 under the heading of "report on other legal and regulatory requirements" of our report of even date]

CAPFIN INDIA LIMITED

YEAR ENDED 31st MARCH, 2015

Para Sub Particulars No. Para No.

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

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

(ii) (a) As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of inventory and no any material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a), and iii (b) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) The Company has not accepted any deposits from the public covered under section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Act.

(vii) (a) According to the records of the company, -undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income -tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent ap plicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31 st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us , there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sum does not arise as at 31st March, 2015, the Compa ny has been registered for less than 5 years; hence, clause 3(vii)(c) of the Order is not applicable to it.

(viii) The company has been registered for a period not less than five years. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given by the management, we are of the o pinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, as applicable to the company.

(x) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

(xi) According to the information and explanations given to us, no term loans have been raised by the company.

(xii) According to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For BHUPINDER SHAH & CO. Chartered Accountants Firm Registration No. 008169N

(BHUPINDER SHAH) B.Com(H), FCA, DISA DELHI ICAI Membership No. 084879 28th MAY, 2015 PARTNER

---

Mar 31, 2014

1. We have audited the attached balance sheet of CAPFIN INDIA LIMITED, as at 31st March, 2014, the statement of profit & loss and also the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 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 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph above, we state 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 the books;

(iii) The balance sheet, the statement of profit & loss and cash flow statement dealt with by this report are in agreement with books of account;

(iv) In our opinion, the balance sheet, the statement of profit & loss and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors of the Company as on 31.03.2014 and taken on record by Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in term 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 explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the prescribed manner so required and give a true & fair view in conformity with accounting principles generally accepted in India :

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2014;

(b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE TO MEMBERS OF CAPFIN INDIA LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH,2014 [Referred to in paragraph (3) of our report of even date]

As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we report that :

(i) In respect of fixed assets:

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

(b) According to the information and explanations given to us, physically verification of fixed assets has been conducted at reasonable intervals during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the company has not disposed off a substantial part of its fixed assets during the year under review.

(ii) In respect of its inventories:

(a) The inventory has been verified from DMAT statement of holding during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the stocks in DMAT form and the book records were not material.

(iii) 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:

(a) As per information and explanation given to us, the company has not granted any loans, secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

Accordingly, clauses (iii) (b) to (iii) (d) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable.

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

Accordingly, clauses (iii)(f) to (iii)(g) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs 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.

(vi) In our opinion & according to the information & explanations given to us, the company has not accepted any deposits from the public under section 58A & 58AA or any other relevant provisions of the Companies Act, 1956.

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

(viii) As informed to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any of the products of the company.

(ix) In respect of statutory dues:

(a) The company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect sales tax/income tax/custom duty/wealth tax/service tax/excise duty/cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) 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.

(x) In our opinion, the company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion, according to the information & explanation given to us, the company has not defaulted in repayment of dues to a financial institutions or bank or debentures holders.

(xii) According to information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) (a) In our opinion, the company is not a Chit Fund or a Nidhi Mutual Benefit Fund/Society.

(b) Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) The company has maintained proper records of the transactions and contracts for its dealing or trading in shares, securities, debentures or other investments where in trading in shares, securities, debentures or other investments where in timely entries have been made. The share, securities, debentures or investments have been held by the company in its own name.

(xv) In our opinion & information given to us, the company has not given guarantees for loans taken by others from Banks or Financial Institutions.

(xvi) In our opinion, no term loans have been raised by the company.

(xvii) According to the information and explanations given to us and overall examination of the balance sheet of the company, we report that no funds raised on short- term basis have been used for long term investments. No long-term funds have been used to finance short-term assets.

(xviii) According to the information & explanations given to us, 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.

(xix) According to the information & explanations given to us, the company has not issued any debentures during the year.

(xx) No money has been raised by the company by public issues during the year.

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



For BHUPINDER SHAH & CO. Chartered Accountants Firm Registration No. 008169N

Sd/-

(BHUPINDER SHAH) B.Com (H), FCA, DISA DELHI ICAI Membership No. 084879 29th MAY, 2014 PARTNER

---

Mar 31, 2013

Not Available