Auditor Report of Agarwal Fortune India Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Devki Cyber Securities Private Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor 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 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 judgment, including the assessment of the risk 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 explanation given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) In the case of 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 the date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditor''s Report ) Order , 2003 ( " the Order" ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, We give in the Annexure a statement of 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representation 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 director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956 ;

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" of our report of even date]

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) None of the substantial part of fixed assets has been disposed off during the year.

2. (a) The stock of shares and securities has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(iii) (a) to (d) of the order are not applicable to the Company and hence not commented upon.

(b) According to the information and explanation given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(iii)(e) to (g) of the order are not applicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us The Company has an adequate internal control procedure commensurate with the size and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us all the transactions that need to be entered into the register maintained under section 301 of the act have been properly entered and are made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as governed by the provision of Section 58A and 58 AA of the Companies Act, 1956 and rules framed their under.

7. In our opinion, the Company has as an Internal Audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt. under section 209 (1) (b) of the Companies Act, 1956.

9. (a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty, and cess, which have not been, deposited on account of any dispute

10. The Company has no accumulated losses at the end of the financial year and it has not incurred cash loss during the financial year concerned by our audit and has incurred loss in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not taken any loan from bank or financial institution. Hence requirement of this clause is not applicable to the company.

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

13. As the company is not a Nidhi /Mutual Benefit Fund /Society /Investment Company, the reporting requirement under point no. (xii), (xiii), (xiv) are not applicable to the company.

14. In our opinion the company has maintained proper records of transactions and contracts in securities and other investments. Timely entries have been made in the records. The shares and securities held in investments and stock in trade is held by the company in its own name.

15. According to information and explanations given to us, we are of the opinion that the company has not given any guarantee for loans taken by others from banks & other financial institutes

16. According to the information and explanation given to us, the company has not taken any term loan during the year; hence requirement of this clause is not applicable to the company.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

18. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures during the year hence the question of creation of securities for debenture dose not arises.

20. The company has not raised any funds by Public issue; clause (xx) of the order is not applicable.

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

For A.B.DOSHI & CO. Chartered Accountants Firm Registration No. 001577C

Place: Indore Ashwini Kumar Doshi Date: May 30, 2014 Proprietor Membership .No. 031460

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Devki Leasing and Finance Limited as at 31st March 2012, die Statement of Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) order 2003, as amended by 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, of India (the Act) and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us , we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order .

4. Further to our comments in the Annexure referred in paragraph 3 above we report that:

a) We have obtained all the information & explanation, which to the best of our knowledge & belief were necessary for the purpose of our audit.

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

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

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

e) On the basis of written representations received from the Directors, as on March 31,2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, and subject to Note No - 1.8 relating to retirement benefits which are accounted for on payment basis. The extent of non compliance of value term is not ascertainable.

Note No.- 25 relating to Non Provision of Interest on Secured Loan, resulting in Loss for the year and liability being understated to the extent of said amount of interest.

g) In our opinion and to the best of our information and according to the explanations given to us , the said financial statements read together with the Significant Accounting Policies and notes thereon and attached thereto, give in the 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 the Balance Sheet, of the state of affairs of the company as at March 31st 2012 ;

(ii) In the case of the Statement of Profit and Loss Account, of the Loss for die year ended on diat date; and

(iii) In the case of the cash flow statement, of the cash flow of the company for the year ended on that date;

[Annexure referred to in paragraph 3 of the report of the Auditors to the members on the Accounts of Devki Leasing and Finance Limited, for the period ended on March 31, 2012.]

1

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) None of the substantial part of fixed assets has been disposed off during the year.

2.

(a) The stock of shares and securities has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3.

(a) The Company has not taken any loans, secured or unsecured to / from companies, firms or parties covered in the register maintained under section 301 of the act.

(b) The Company has not granted any loans to party covered in the register maintained under section 301 of the act.

(c) The parties to whom loans and or advances in the nature of loans have been granted, are generally repaying the principal and interest, where stipulated.

4. In our opinion and according to the information and explanations given to us The Company has an adequate internal control procedure commensurate with the size and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us all the transactions that need to be entered into the register maintained under section 301 of the act have been properly entered and are made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as governed by the provision of Section 58 A and 58 AA of the Companies Act, 1956 and rules framed their under.

7. In our opinion, the Company has as an Internal Audit system commensurate with the srze and nature of its business.

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt, under section 209 (1) (b) of the Companies Act, 1956.

9.

(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, weakh tax, custom duty, excise duty, cess and otiier material statutory dues applicable to it.

(b) According to the information and explanations given to us and there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty, and cess, which have not been, deposited on account of any dispute

10. The Company has accumulated losses and also has incurred cash losses during the financial year concerned by our audit and has incurred cash loss in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to the banks and same has been declared as Non Performing assets by the bank.

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

13. As the company is not a Nidhi /Mutual Benefit Fund /Society /Investment Company, the reporting requirement under point no. (xii), (xiii), (xiv) are not applicable to the company.

14. In our opinion the company has maintained proper records of transactions and contracts in securities and other investments. Timely entries have been made in die records. The shares and securities held in investments and stock in trade is held by the company in its own name.

15. According to information and explanations given to us, we are of the opinion that the company has not given any guarantee for loans taken by others from banks & other financial institutes

16. According to the information and explanation given to us, the company has not taken any term loan during the year; hence requirement of this clause is not applicable to the company.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

18. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures during the year hence the question of creation of securities for debenture dose not arises.

20. The company has not raised any funds by Public issue; clause (xx) of the order is not applicable.

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

For A.B.DOSHI & CO.

Chartered Accountants

Firm Registration No. 001577C

Ashwini Kumar Doshi

Proprietor

Membership.No. 031460

Place: Indore

Date: May 30,2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of DEVKI LEASING AND FINANCE LIMITED, INDORE (M.P.) as at 31st March 2011 and also the Profit & Loss Account of the company for the year ended on that date annexed thereto. and the cash flow statement for the year ended on that date. 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) order 2003 (As amended by (Amendment) order 2004) issued by the Central Government in terms of section 227 (4A) of the companies Act, 1956, we enclosed in the annexure a statement specified in the said order.

Further to our comments in the Annexure referenced to above, we report that: -

(a) We have obtained all the information & explanation which to the best of our knowledge & belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examinations of such books.

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

(d) In our opinion, the Balance Sheet Profit & Loss A/C and Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable, subject to note no.3 of schedule-15, regarding treatment of retirement benefits (Accounting standard-15)

(e) On the basis of written representations received from the Directors as on 31St March 2011 and taken on record of the Board of Directors, we report that none 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.

(f) In our opinion and to the best of our information and according to the explanations given to us and subject to-

(a) Note No.-4 of schedule - O relating to retirement benefits which is accounted for on payment basis.The extent of non compliance of value term is not ascertainable.

(b) Note No. 8 of Schedule –O –Disclosures as required under Accounting Standard 18 –related party disclosures has been based on the information made available to us by the company

(c) Note No.-10 of schedule – O relating to third party balance Confirmation and Others;

(d) Note No. 11 of Schedule –O relating to Non Provision of Interest on Secured Loan, resulting in loss for the year and liability being understated to the extent of said amount of interest.

The said Balance Sheet and Profit and Loss Account read together with the significant accounting policies and 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 the Balance Sheet, of the state of affairs of the company as at March 31 2011.

ii) In the case of the Profit & Loss Account of the Loss for the year ended as that date.

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

Annexure referred to in paragraph 3 of the report of the Auditors to the members on the Accounts of DEVKI LEASING AND FINANCE LIMITED, INDORE. For the period ended on March 31, 2011.

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) None of the substantial part of fixed assets has been disposed off during the year.

2.(a) The stock of shares and securities has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3.(a) The Company has not taken any loans, secured or unsecured to / from companies, firms or parties covered in the register maintained under section 301 of the act.

(b) The Company has not granted any loans to party covered in the register maintained under section 301 of the act.

(c) The parties to whom loans and or advances in the nature of loans have been granted, are generally repaying the principal and interest, where stipulated.

4. In our opinion and according to the information and explanations given to us The Company has an adequate internal control procedure commensurate with the size and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us all the transactions that need to be entered into the register maintained under section 301 of the act have been properly entered and are made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as governed by the provision of Section 58 A and 58 AA of the Companies Act, 1956 and rules framed their under.

7. In our opinion, the Company has as an Internal Audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt. under section 209 (1) (b) of the Companies Act, 1956.

9.(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty, and cess, which have not been, deposited on account of any dispute

10. The Company has accumulated losses and also has incurred cash losses during the financial year concerned by our audit and has incurred cash loss in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to the financial institution and banks.The Company approached bank for rescheduling the payments of loans.

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

13. As the company is not a Nidhi /Mutual Benefit Fund /Society /Investment Company, the reporting requirement under point no. (xii), (xiii), (xiv) are not applicable to the company.

14. In our opinion the company has maintained proper records of transactions and contracts in securities and other investments. Timely entries have been made in the records. The shares and securities held in investments and stock in trade is held by the company in its own name.

15. According to information and explanations given to us, we are of the opinion that the company has not given any guarantee for loans taken by others from banks & other financial institutes.

16. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

17. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The company has not issued debentures to raise the fund during the year.

19. The company has not raised any funds by Public Issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For A.B.DOSHI & CO Chartered Accountants Ashwini Kumar Doshi Proprietor Membership .No. 031460

Place: Indore Date : 30th June 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of DEVKI LEASING AND FINANCE LIMITED, INDORE (MP.) as at 31 ST March 2010 and also the Profit & Loss Account of the company for the year ended on that date annexed thereto, and the cash flow statement for the year ended on that date. 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) order 2003 (As amended by (Amendment) order 2004) issued by the Central Government in terms of section 227 (4A) of the companies Act, 1956, we enclosed in the annexure a statement specified in the said order. Further to our comments in the Annexure referenced to above, we report that: -

(a) We have obtained all the information & explanation which to the best of our knowledge & belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examinations of such books.

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

(d) In our opinion, the Balance Sheet. .Profit & Loss A/C and Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable, subject to note no.3 of schedule-15, regarding treatment of retirement benefits (Accounting standard-15)

(e) On the basis of written representations received from the Directors as on 31st March 2010 and taken on record of 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.

(f) In our opinion and to the best of our information and according to the explanations given to us and subject to-

(a) Note No.-4 of schedule - N relating to retirement benefits which are accounted for on payment basis. The extent of non compliance of value term is not ascertainable.

(b) Note No.-10 of schedule - N relating to third party balance Confirmation and Others;

The said Balance Sheet and Profit and Loss Account read together with the significant accounting policies and 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 the Balance Sheet, of the state of affairs of the company as at March 31 2010.

ii) In the case of the Profit & Loss Account of the Loss for the year ended as that date.

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date



ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the report of the Auditors to the members on the Accounts of DEVKI LEASING AND FINANCE LIMITED, INDORE. For the period ended on March 31, 2010.

1

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) None of the substantial part of fixed assets has been disposed off during the year.

2.

(a) The stock of shares and securities has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable..

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

(c) The Company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3.

(a) The Company has not taken any loans, secured or unsecured to / from companies, firms or parties covered in the register maintained under section 301 of the act.

(b) The Company has not granted any loans to party covered in the register maintained under section 301 of the act.

(c) The parties to whom loans and or advances in the nature of loans have been granted, are generally repaying the principal and interest, where stipulated.

4. In our opinion and according to the information and explanations given to us The Company has an adequate internal control procedure commensurate with the size and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us all the transactions that need to be entered into the register maintained under section 301 of the act have been properly entered and are made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as governed by the provision of Section 58 A and 58 AA of the Companies Act, 1956 and rules framed their under.

7. In our opinion, the Company has as an Internal Audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, we are of the opinion that no cost records* maintenance has been prescribed by the Central Govt, under section 209 (1) (b) of the Companies Act, 1956.

9.

(a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, custom duty, excise duty, and cess, which have not been, deposited on account of any dispute

10. The Company has no accumulated losses and also has incurred cash losses during the financial year concerned by our audit and has not incurred any cash loss the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to the financial institution and banks.The Company approached bank for rescheduling the payments of loans.

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

13. As the company is not a Nidhi /Mutual Benefit Fund /Society /Investment Company, the reporting requirement under point no. (xii), (xiii), (xiv) are not applicable to the company.

14. In our opinion the company has maintained proper records of transactions and contracts in securities and other investments. Timely entries have been made in the records. The shares and securities held in investments and stock in trade is held by the company in its own name.

15. According to information and explanations given to us, we are of the opinion that the company has not given any guarantee for loans taken by others from banks & other financial institutes.

16. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

17. In pur opinion and according to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The company has not issued debentures to raise the fund during the year.

19. The company has not raised any funds by Public Issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

PLACE: INDORE For A..B.DOSHI & CO

DATED : June, 30th 2010 Chartered Accountants

Ashwini Kumar. Doshi

Proprietor

Membership No 031460