Auditor Report of Comfort Fincap Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Comfort Fincap Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 Principles generally accepted in India including Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with Rule 7 of the Company (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing 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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2015; and

b) in the case of the Profit and Loss Account, of the Profit 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.

Emphasis of Matter

We draw your attention to :

There was a violation of RBI Guidelines on exposure norms in the case of Shri. Pawan Kumar Sawarmal where the exposure was Rs.5,05,86,757/- as on 31st Mach 2015. The owned fund of the company as on 31st March 2014 stood at Rs.22.04 crore. Therefore the single and group exposure limits of 15% and 25% worked out to Rs.3.31 crore and Rs.5.51 crore.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards Section 133 of the Companies Act, 2013, With Rule 7 of Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of clause of Section 164(2) of the Companies Act, 2013;

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 Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. There were no pending litigations which would impact the financial position of the company.

ii. the company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditor's Report

The annexure referred to in our report to the member of Comfort Fincap Limited for the year ended 31st March 2015, we report that :

1. In respect of its Fixed Assets :

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of its inventories:

(a) the stock in trade of shares and securities held in the physical format has been physically verified and those held in dematerialized format have been verified from the relevant statements received from the depositories during the year, by the management.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares and securities followed by the management are 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 its inventories. No material discrepancy was noticed on physical verification of stock of shares and securities by the management as compared to book records.

3. According to information and explanation given to us, the company has not granted, secured or unsecured loan to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, and hence sub-clause (a) and , (b) of clause (iii) of the Order are not applicable to the Company.

4. 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 with regard to the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The company has not accepted any deposits from the public.

6. 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.

7. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the company is generally regular though there are slight delays in depositing the undisputed statutory dues including provident fund, investor education & protection fund , employees' state insurance, Income Tax , wealth tax, custom duty, duty of excise, Value added tax, cess and any other statutory dues as applicable with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income Tax, Sales Tax, Wealth Tax, Service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 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 are no dues payable in respect of income tax, wealth tax, service tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) As explain to us, the company does not any dues on account of investor education and protection fund

8. As 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.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to any bank.

10. 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.

11. The company has not raised any term loans.

12. Based on the audit procedures performed and 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 Bansal Bansal & Co. Chartered Accountants FRN: 100986W

Sd/- Jatin Bansal Place : Mumbai Partner Date : 30th May, 2015 Membership No.:135399

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Mar 31, 2014

We have audited the accompanying financial statements of Comfort Fincap Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 Principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Basis for Qualified Opinion

Amount outstanding as on 31/03/2014 with M/s Pawankumar Sanwarmal Rs.5,01,28,424/- is classified by the company as standard Asset. Out of this amount interest cheque of Rs.34,00,000/- appears in reconciliation as on date. This is in contradiction to Income Recognition and Asset Classification Norms prescribed by RBI in respect of NBFCs hence this amount of Rs.34,00,000/- should be reversed and the asset should be classified under sub-standard asset.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, the 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, 2014;

b) in 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause of Section 274(1)(g) of the Companies Act, 1956.

f) 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.

Annexure to Independent Auditor''s Report Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. In respect of its Fixed Assets

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of its inventories:

(a) the stock in trade of shares and securities held in the physical format has been physically verified and those held in dematerialized format have been verified from the relevant statements received from the depositories during the year, by the management.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares and securities followed by the management are 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 its inventories. No material discrepancy was noticed on physical verification of stock of shares and securities by the management as compared to book records.

3. (a) 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 interest free unsecured loan to party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) 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 taken any loans from companies, firms or other parties listed 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 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 (share and securities) & fixed assets and payment for expenses & for sale of Shares and securities. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the

management, the particulars of contracts or arrangements referred to in section 301 of the Act have been 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, there are no transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5, 00,000 in respect of any party during the year

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Income-tax, Service Tax, cess to

the extent applicable 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 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 amounts payable in respect of income tax, wealth tax, service tax, which have not been deposited on account of any disputes.

10. 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.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a bank.

12. According to the information and explanations given to us, the Company has maintained adequate documents and records in respect of loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in its own name.

15. 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.

16. The company has not obtained any term loan during the year. Accordingly this clause is not applicable to the company.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

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

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and 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 Bansal Bansal and Co. Chartered Accountants FRN: 100986W

Sd/- Manoj Agrawal Partner Membership No. :107624

Place: Mumbai Date: 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Comfort Fincap Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 Principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2013;

b) in 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause of Section 274(1)(g) of the Companies Act, 1956.

f) 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.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements” of our report of even date.

1. In respect of its Fixed Assets

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of its inventories:

(a) the stock in trade of shares and securities held in the physical format has been physically verified and those held in dematerialized format have been verified from the relevant statements received from the depositories during the year, by the management.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares and securities followed by the management are 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 its inventories. No material discrepancy was noticed on physical verification of stock of shares and securities by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted interest free unsecured loan to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The Maximum amount involved during the year and the year end balance of such loan aggregate to Rs. 1750000/- and NIL respectively.

(b) Except for the fact that this loan is interest free , in our opinion and according to the information and explanations given to us, the other terms and conditions of loan given are not prima facie prejudicial to the interest of the Company.

(c) The Company has received repayment of the said loan during the year.

(d) In respect of the aforesaid loan there is no overdue amount.

(e) 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 taken any loans from companies, firms or other parties listed 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 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 (share and securities) & fixed assets and payment for expenses & for sale of Shares and securities. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been 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, there are no transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5, 00,000 in respect of any party during the year

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Income-tax, Service Tax, cess to the extent applicable 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 except for payment of profession tax of Rs. 23875/- as on 31st of March, 2013 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 amounts payable in respect of income tax, wealth tax, service tax, which have not been deposited on account of any disputes.

10. 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.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a bank.

12. According to the information and explanations given to us, the Company has maintained adequate documents and records in respect of loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in its own name.

15. 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.

16. The company has not obtained any term loan during the year. Accordingly this clause is not applicable to the company.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

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

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and 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 Bansal Bansal and Co.

Chartered Accountants

FRN: 100986W

Sd/-

Manoj Agrawal

Place : Mumbai Partner

Date : 30th May, 2013 Membership No. :107624

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Mar 31, 2012

We have audited the attached Balance Sheet of COMFORT FINCAP LIMITED as at 31st March 2012 and also the Profit and Loss Account 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 auditing standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amount and disclosures in 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.

As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government 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.

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

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. Except AS-15, Accounting for retirement benefits in the financial statements of Employers.

e) On the basis of written representations received from all the Directors and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph (1) of our Report of even date to the Members of COMFORT FINCAP LIMITED as on 31st March 2012)

1. In respect of Fixed Assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, 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 physical verification.

c. No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

2. In respect of Inventories:

a. The Stock in trade of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statements received from the depositories during the year, by the management.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of stock of shares and securities followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification of stock of shares and securities as compared to the book records.

3. a) The company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has not taken interest any loan from parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory (shares and securities) and fixed assets and for the sale of shares and securities. During the course of our audit, we have not observed any major weakness in internal controls.

5. In respect of contracts or arrangements and transactions covered under section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b. In our opinion and according to the information and explanations given to us, these contracts or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, wherever no similar transactions were taken place during the year with other parties, we are unable to comment whether the same is on prevailing market prices or not.

6. In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

7. The company have internal audit system which commensurate with its size and nature of its business.

8. The Company has not been prescribed to maintain of Cost Records under section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. The company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, custom duty, cess, service tax and other material statutory dues applicable to it. No undisputed amounts payable were in arrears, as 31st March, 2012 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and records of the company examined by us there are no disputed amounts in respect of various statutes which have not been deposited.

10. The company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11. The company availed of overdraft facility against the lien of its own fixed deposits with banks. During the year under reference the company has not defaulted in repayment of its dues in this regards.

12. In our opinion and according to the information and explanations given to us, 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, nidhi, mutual benefit fund or a society.

14. The company has maintained proper records of the transactions and contracts of its trading or dealing in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Companies Act, 1956 and a few shares held in broker''s account as confirmed by them.

15. On the basis of the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The company has not obtained any term loan during the year. Accordingly clause 16 is not applicable to the company.

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the company, no funds raised on short term basis have been used for long term investment.

18. The Company has made preferential allotment of shares to parties or Companies covered in the register maintained under Section 301 of the Companies Act, 1956. However such allotment were made as per pricing guidelines issued by SEBI and as such were not prejudicial to the interest of the Company.

19. During the year covered by our audit report, the company has not issued any secured debentures.

20. The Company has not raised any money from public issues during the year.

21. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For BANSAL BANSAL & CO.

Chartered Accountants

Sd/-

Anand Drolia

Partner

M.No.036718

Firm Registration No.100986W

Place: Mumbai

Dated: 30th May, 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of COMFORT FINCAP LIMITED as at March 31, 2011 and also the Profit and Loss Account 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (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 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 if appears from our examination of such books;

(iii) The Balance Sheet and the Profit & loss Account referred to in this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account 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 representation received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that non of the directors is disqualified as on March 31, 2011, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said statements of account give the information required by the Companies Act, 1956 in the manner so and give a true and fair view in conformity with the accounting principles generally accepted in India

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

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date.

Annexure to the Auditors'' Report Comfort Fincap Limited

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

(b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) There was no substantial disposal of fixed assets during the year, which would affect the going concern of the Company

2. (a) The Company holds quoted equity shares in dematerialized form and unquoted equity if any in physical form.

(b) The procedure of physical verification of Inventory followed by the management during the year are reasonable having regard to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies were noticed on verification in between physical stocks and the book records.

3. As informed to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 within the meaning of clause (iii) (a) to (iii) (g) and as such they are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems Commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets for sale of goods nad services. There is no continuing failure to correct major weakness in the internal control systems.

5. On the basis of the audit procedures performed by us, and according to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors are interested as contemplated under Section 297 and Sub Section (6) of Section 299 of the Companies Act and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

6. The Company has not accepted any deposit(s) from public within the meaning of Section 58A, 58AA or any other relavant provisions of the Act.

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

8. Maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 has not been prescribed in the case of the Company.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including wealth-tax, service tax and other statutory dues as applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of income-tax and wealth-tax, service tax were outstanding, as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of income-tax and wealth-tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanation given to us and based on the documents and records produced 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 and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. As informed and explained to us, the Company has dealt in securities or debentures during the year. In our opinion and according to the informations and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the Company, in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its associates or subsidiaries from bank or financial institutions.

16. There are no term loans outstanding as at the end of the year.

17. on the basis of information received from the management and based on our examation of the balance sheet of the Company as at March 31, 2010 we find that the fund raised on a short-term basis have not been used for long-term investment.

18. The company has made preferential allotment of shares to parties or Companies covered in the register maintained under Section 301 of the Companies Act, 1956, However such allotment were made as per pricing guidelines issued by SEBI and as such were not prejudicial to the interest of the Company.

19. The Company did not have any outstanding debentures during the Year.

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

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no fraudes on or by the Company noticed or reported during the year.

S.K.S. & CO.

Chartered Accountants

S.K. AGARWAL

(Partner)

Membership No. 52093

Kolkata

Dated: 27th day of June 2010.

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Mar 31, 2010

1. We have audited the attached Balance Sheet of PARASNATH TEXTILES LIMITED as at March 31, 2010 and also the Profit and Loss Account 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (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 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 it appears from our examination of such books;

(iii) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account 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 representation received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said statements of account give the information required by the Companies Act, 1956 in the manner so and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

Annexure to the Auditors'' Report

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

(b) Fixed assets have been physically verified by the management during the year, which in our opining is reasonable having regards to the size of the Company and the nature of its fixed assets.

(c) There was no substantial disposal of fixed assets during the year, which would affect the going concern of the Company

2. The Company did not carry any inventory.

3. As informed to us, the Company has neither granted nor taken any loans, secured or unsecured, to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 within the meaning of clause (iii) (a) to (iii) (g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets for sale of goods and services. There is no continuing failure to correct major weakness in the internal control systems.

5. On the basis of the audit procedures performed by us, and according to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors are interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act 1956 and which were required to be entered in the register maintained Under Section 301 of the said Act, have been so entered.

6. The Company has not accepted any deposit(s) from public within the meaning of Section 58A, 58AA or any other relevant provisions of the Act.

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

8. Maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 has not been prescribed in the case of the company.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including wealth-tax, service tax and other statutory dues as applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of income-tax and wealth-tax, service tax were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of income-tax and wealth-tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses.

11. As per books and records maintained by the Company and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced 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 and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. As informed and explained to us, the Company has dealt in securities or debentures during the year. In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made therein. The shares and other investments have been held by the Company, in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its associates or subsidiaries from bank or financial institutions.

16. There are no term loans outstanding as at the end of the year.

17. On the basis of information received from the management and based on our examination of the balance sheet of the company as at March 31, 2010 we find that the fund raised on a short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised have any money through a public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

S.K.S. & Co.

Chartered Accountants

S.K. AGARWAL

(Partner)

Membership No. 52093

Kolkata

Dated: 28th day of May 2010.