Auditor Report of Comfort Intech Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Comfort Intech 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 qualified audit opinion.

Basis for Qualified Opinion

1. Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

As stated in Note 1 (I) of Significant Accounting Policies followed by the company the Company is not making any provision for Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

2. Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the company to carry on the business of a Non Banking Financial Institution. The company has given various loans on various dates during the period from 25/11/2014 to 31/03/2015 amounting to Rs. 1.70 crores to M/s Liquors India Ltd. (A Related Party) without seeking any permission from Reserve Bank of India. According to the company the same was on the basis of a contractual commitment entered into by the company prior to the intimation of cancellation of its certificate of registration.

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 matters 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 31st March, 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 vonr attention to :

1) There was a violation of RBI Guidelines on exposure norms in the case of one borrower where the exposure was Rs.37.34 Crores as on 31st Mach 2015. The owned fund of the company as on 31st March 2014 stood at Rs.86.90 crores. Therefore the single and group exposure limits of 15% and 25% worked out to Rs.13.04 crore and Rs.21.72 crore.

2) Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the company to carry on the business of a Non Banking Financial Institution. The company has filed an appeal before the appellate authority for non banking finance company, Government of India against the above cancellation order.

Our opinion is not qualified in respect of these matters.

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) Except for the effects of the matters described in the Basis for Qualified Opinion Paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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 are pending litigations against the company but the impact of such litigation on the financial position of the company is indeterminate.

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 Intech 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) The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

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. Also the stock of properties acquired in satisfaction of claims have been physically verified 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, securities and stock of properties acquired in satisfaction of claims 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 shares, securities and stock of properties acquired in satisfaction of claims by the management as compared to book records.

3. According to information and explanation given to us, the company has granted unsecured loan to one company covered in the register maintained under section 189 of the Companies Act.

(a) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrower have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the order is not applicable to the company in respect of repayment of the principle amount.

(b) There are no overdue amounts of more than Rs. 1 lakh in respect of loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act.

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. The Company does not have accumulated losses, hence our comments as regards erosion of net worth of the company are not applicable.

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/- Sanjay Bansal Partner Membership No.:104824

Place : Mumbai Date : 30th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Comfort Intech 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 qualified audit opinion.

Basis for Qualified Opinion

1. Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

As stated in Note 1 (I) of Significant Accounting Policies followed by the company the Company is not making any provision for Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

2. In respect of advance of Rs. 3,17,98,134/- outstanding as on 31/03/2014 (advance given to Mr Amit Dahanukar ) is shown as capital advance for purchase of property. In absence of proper documents for the advance given, in our opinion this amount should be treated as loss asset and 100% provision for loss asset amounting to Rs.3,17,98,134/- should be made instead of 10% made by the company.

3. Amount outstanding as on 31/03/2014 with M/s Pawankumar Sanwarmal Rs.42,02,83,250/- is classified by the company as substandard Asset. Out of this amount interest cheque of Rs.2,09,87,500/- 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.2,09,87,500/- should be reversed.

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 matters 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 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.

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.42,02,83,250/-as on 31st Mach 2014. The owned fund of the company as on 31st March 2013 stood at Rs.90.34 crore.

Therefore the single and group exposure limits of 15% and 25% worked out to Rs.13.55 crore and Rs.22.59 crore.

Our opinion is not qualified in respect of this matter.

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) Except for the effects of the matters described in the Basis for Qualified Opinion Paragraph, 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause 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 off during the year and going concern status of the company is not affected.

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. Also the stock of properties acquired in satisfaction of claims have been physically verified 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, securities and stock of properties acquired in satisfaction of claims 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 shares, securities and stock of properties acquired in satisfaction of claims 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 1,50,00,000/- and Rs 1,50,00,000/- 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) No stipulations for repayments have been prescribed and as such no comments regarding receipt of principal amount are being made.

(d) As no stipulations for repayments have been prescribed, the clause regarding overdue amount is not applicable.

(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 taken 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, these contracts or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, where 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. 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 as on 31st of 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 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 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 accompanying financial statements of Comfort Intech 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 qualified audit opinion.

Basis for Qualified Opinion

Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

As stated in Note 1 (I) of Significant Accounting Policies followed by the company the Company is not making any provision for Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

Qualified Opinion

In pur opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters 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, 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) Except for the effects of the matters described in the Basis for Qualified Opinion Paragraph, 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 21H3C) 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.

0 Since the Central Government has riot 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 off during the year and going concern status of the company is not affected.

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. Also the stock of properties acquired in satisfaction of claims have been physically verified 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, securities and stock of properties acquired in satisfaction of claims 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 shares, securities and stock of properties acquired in satisfaction of claims 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. 15000000/- and Rs. 15000000/- 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) No stipulations for repayments have been prescribed and as such no comments regarding receipt of principal amount are being made.

(d) As no stipulations for repayments have been prescribed, the clause regarding overdue amount is not applicable.

(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 taken 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, these contracts or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, where 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. 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 as on 31s'' 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 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

Partner

Membership No. :107624

Place: Mumbai

Date: May, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of COMFORT INTECH 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 of employees in the financial statements.

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, they 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 INTECH 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. In respect of the loans, secure 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) The company has granted interest free unsecured loan to Luharuka Dealers Private Limited amounting to Rs. 3,55,50,000.00 (Maximum balance of Rs. 3,55,50,000.00)

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the loan given are not prima facie prejudicial to the interest of the company.

c) The principal amount has been received back by the company during the year.

d) 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 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 not made any preferential allotment of shares to the parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

Anand Drolia

Partner

M.No.03671 8

Firm Registration No.100986W

Place: Mumbai

Dated: 30th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of COMFORT INTECH LIMITED as at 31st March 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards 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.

1. 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 Annexurea statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. 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, 2011 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, 2011 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 AUDITORS REPORT (Referred to in Paragraph (1) of our Report of even date to the Members of COMFORT INTECH LIMITED as on 31st March, 2011)

1. In respect of Fixed Assets:

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

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 secured or unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b). The Company has taken interest free unsecured loan from Comfort Capital Pvt. Ltd. amounting to Rs. 2,80,00,000 for a period of one month (Maximum balance of Rs. 2,80,00,000) and the terms and conditions of the loans are not prejudicial to the interest of the Company.

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 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. j

No undisputed amounts payable were in arrears, as 31st March, 2011 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 brokers 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.

1 7. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no undues raised on short term basis have been used for long term investment.

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

19. During the year the Company has raised Rs. 63,98,76,160/- from Rights Issue to the shareholders of the Company. The i details of money raised and its utilization is given in note 14 of Schedule 13 and the same has been verified by us.

20. 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 MNo.036718 Firm Registration No.100986W

Place : Mumbai Dated : 30th May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of COMFORT INTECH LIMITED as at 31st March 2010 and also the Profit and Loss Account for the year ended on thet date annexed thereto. These financial Statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards 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.

1. 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.

2. 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 for 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, 2010 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon 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;

I) In the case of Blance Sheet, of the state of affairs of the company as at 31st March, 2010 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 AUDITORS REPORT (Referred to in Paragraph (1) of our Report of even date to the members of COMFORT INTECS LIMITED as on 31st March 2010)

1. In respect pf Fixed Assets:

a. The company has maintained proper record 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 comapny 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 form 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 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 secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has not taken any secured or unsecured loan from any 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 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 transaction covered under section 301 of the CompaniesAct, 1956:

a. According to the information and explanations given to us, particulars pf 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 58 A, 58 AA or any other relevant provisions of the CompaniesAct, 1956.

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

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

9. In respectof 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, 2010 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 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 hy 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 brokers 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 ant 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 if the company, no undues raised on short term basis have been used for long term investment.

18. during the year covered by our audit report, the company has not issued secured debentures.

19. The company has not raised any money by public issues during the tear covered by our report.

20. 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

Akbinder Kaur Saini

Partner

M. No. 121605

Firm Registration No. 100986 W

Palce : Mumbai Dated :5th June, 2010

---

Mar 31, 2000

We have audited the attached Balance Sheet of Comfort Intech Limited, as at 31st March, 2000 and the Profit & Loss Account annexed thereto for the year ended on that date. We report as follows:

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act. 1956, we enclosed in the Annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

2 Further to our comments in the Annexure referred to in Paragraph (1) above -

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

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

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

(d) In our opinion Balance Sheet and Profit & Loss Account comply with the requirements of Accounting Standards referred to in Section 211 (3C) of the Companies Act 1956

(e) In our opinion and to the best of our information and according to the explanations given to us, the said statements of account read together with the Notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view .-

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2000 and

b) In the case of Profit & Loss Account, of the Profit of (he Company for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

Referred to in Paragraph (1) of our Report of even date on the Statements of Account of COMFORT INTECH LIMITED, as at end for the year ended 31st March, 2000

1. The Company has maintained proper records of Fixed Assets showing full particulars including quantitative details and locations thereof. As informed to us, the Fixed Assets of the Company have been physically verified by the Management during the year and no discrepancies between the book records and physical inventory have been noticed

2. None of the Fixed Assets have been revalued during the year.

3 As informed to us the stock has been physically verified by the Management at reasonable intervals and in our opinion and according to the information and explanation given to us the procedure for physical verification of stocks followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business No descripancies have been noticed by the management on such physical verification

4 In our opinion, the valuation of stock is fair and proper in accordance with the normally accepted accounting principles.

5. The Company has not taken any loan, secured or unsecured from Companies, Firms or other parties listed in the registers maintained under Section 301 and 370 (l-C) of the companies Act, 1956.

6. In respect of loans and advances in the nature of loans given by the Company, repayment of principal and interest thereon has generally been made by the parties on due dates wherever specified.

7. In case of loans & advances granted by the Company to Companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956, except as stated in note B-4{i) & (ii), the other terms and conditions of such loans are not prima-facie prejudicaial to the interest of the Company

8 The Company has paid vehicle hire charges in pursuant of arrangement entered in register maintained under Section 301 of the Companies Act, 1956. In our opinion and based on the explanations given to us the same were reasonable having regard to prevailing market prices for similar services.

9. As informed, the Company has not accepted any deposit from the public within the purview of Section 58A of the Companies Act, 1956.

10 The Company does not have any formal internal audit system

11 As informed, the Company has not been prescribed to maintain cost records under section 209(1) (d) of the Companies Act, 1956.

12 As informed Provident Fund and Employees State Insurance Schemes are not applicable to the Company.

13 There are no undisputed amounts, payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty outstanding as at 31st March, 2000 for a period exceeding six months from the date they become payable

14 Payments made to Directors or in relation to them are authorised by the Board of Directors, in other cases the Company has a policy of authorising expenditure bassd on reasonable checks and controls. This policy is intended to ensure that expenses are authorised on the basis of contractual obligations or accepted business particles having regard to the Companys business needs and exigencies In terms of these observations, we have not come across any expenses charged to Profit & Loss Account, which in our opinion and judgement and to the best of our knowledge and belief, could be regarded as Personal Expenses.

15. The Company is not a Sick Industrial Company within the meaning of Clause (0) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. The Company has maintained adequate documents and records in respect of loans & advances given on the basis of security.

17 In respect of the investments made by the Company in shares proper record have been maintained and timely entries have been made therein. Some of shares, which were purchased during the year, are yet to be transferred in the Companys Name.

18 As the Company has no Manufacturing activities, item9 XII & XIV of para 4A of the Manufacturing and Other Companies (Auditors Report) Order are not applicable to it.

For ASHOK & ASHOK

Chartered Accountants

(ASHOK DAKH)

Partner

Place : Mumbai, Date ; July 1st, 2000.