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Auditor Report of Emergent Industrial Solutions Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Emergent Global Edu and Services Limited (âthe companyâ), which comprises the Balance Sheet as at 3 I^st March 2018. the Statement of Profit and Loss, the statement of changes in Equity, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory'' information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and. prudent: and design, implementation and maintenance of adequate internal financial, controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

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

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

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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of thelnd AS financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and. the reasonableness of the accounting estimates made by Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and lo the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted, in India, of the state of affairs of the Company as at 31^st March, 2018, and its Profit, changes in equity and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report.) Order, 2016 ("the orderâ), issued by the Central Government of India in terms of Sub Section (11) of Section. 143 of the Act, we give in the Annexure -âAâ statement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable,

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules ,2015,as amended;

e) Or, the basis of written representations received from the directors as on 31â March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

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

L The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable fosses.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred to in paragraph (1) under the heading ''Report on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31. 20! 8;

i) Since the company does not own any fixed assets, the clause (i) of the paragraph 3 of the Order related to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

ii) The company does not hold any inventory; accordingly the provisions of the clause (ii) of the paragraph of the order, related to inventory, are not applicable,

iii) The Company has granted unsecured loan to a company covered in the Register maintained under Section 189 of the Companies Act, 2013. Outstanding balance of which as on 31^st March, 2018 was Rs. 12.83 Crores(as per Ind AS - Rs . 11.04 Crores)

a) The terms and conditions of the granting of loan are not prejudicial to the companyâs interest;

b) The terms of repayment of Principal amount and Interest are stipulated. And as per the terms of agreement, Principal amount along with the Interest is to be repaid as part payment or in. lump sum as on or before the maturity date;

c) As per the terms of loan and according to information and explanations given to us by management, there is no amount overdue for more than ninety days.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 20) 3 in respect of loans, investments, guarantees, and security.

v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi) The company is having Consultancy Business, Therefore, the provisions referred to in sub-section (1) of the section 148 of the Companies Act, 2013, does not apply;

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2018 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, no disputed amounts in respect of Income Tax, Service Tax, Sales Tax, Custom Duty & Excise Duty were outstanding as at 3 l^sl March, 2018;

viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution. Accordingly, the provisions of clause 3 (viii) of the Order are not applicable to the company and hence not commented upon;

ix) Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys during the year by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the company and hence not commented upon;

x) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year;

xi) Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has not been provided. Accordingly, the provisions of clause 3 (xi) of the Order are not applicable to the company;

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standard.

xiv)Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provision of clause 3 (xv) of the Order are not applicable to the company and hence not commented upon.

xvi)In our opinion, the company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Emergent Global Edu and Services Limited (''âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on t hat date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on. the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Entemaj. Financial Controls over Financial Reporting issued by the institute of Chartered Accountants of India (â1CAF). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation, of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 1.43(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal, financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

(1) pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary'' to permit: preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial, reporting to future periods are subject to the risk that the internal financial control over financial, reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal, financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajendra K. Goel & Co.

Chartered Accountants

FRN-0O1457N

R. K. Goei

(Partner)

M. No.:- 006154

Place: New Delhi

Date: 30^th May 2018

Mar 31, 2016

Independent Auditorsâ Report on Standalone Financial Statements To The Members of Emergent Global Edu and Services Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Emergent Global Edu and Services Limited (âthe companyâ), which comprises the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

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

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, and its Profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe orderâ), issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act, we give in the Annexure - âAâ statement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable.

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

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

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

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

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

e) On the basis of written representations received from the directors as on 31^st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred to in paragraph (1) under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31, 2016:

ii) The company does not hold any inventory; accordingly the provisions of the clause (ii) of the paragraph of the order, related to inventory, are not applicable.

iii) The Company has granted unsecured loan to a company covered in the Register maintained under Section 189 of the Companies Act, 2013. Outstanding balance of which as on 31^st March, 2016 was Rs. 12.99 Crores (Maximum amount outstanding during the year was Rs. 12.99 Crores).

a) The terms and conditions of the granting of loan are not prejudicial to the companyâs interest;

c) Interest Rs. 79,19,366 is overdue for more than ninety days as per the information and explanation given to us reasonable steps are being taken by the company for its recovery.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

vi) The company is having Consultancy Business. Therefore, the provisions referred to in sub-section (1) of the section 148 of the Companies Act, 2013, does not apply;

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2016 for a period of more than six months from the date on when they become payable.

viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution;

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Emergent Global Edu and Services Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajendra K. Goel & Co.

Chartered Accountants

FRN-001457N

R. K. Goel (Partner)

M. No.:- 006154

Place: New Delhi

Date: 30.05.2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of Emergent Global Edu and Services Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibilities for the Standalone Financial Statements

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

Auditor's Responsibilities

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its 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, 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE - "A" TO THE AUDITOR'S REPORT

Referred to in paragraph (1) of our report to the members of M/s Emergent Global Edu and Services Limited (Formerly Emergent Energy And Services Limited) on the account for the year ended 31st March, 2015

(i) Since the company does not own any fixed assets, the clause (i) of the paragraph 3 of the order related to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company does not hold any inventory; accordingly the provisions of the clause ii (a), ii (b) & ii (c) of the paragraph of the order, related to inventory, are not applicable.

(iii) The Company has granted unsecured loan to a Company covered in the register maintained under section 189 of the Companies Act. Outstanding balance of which as on 31st March, 2015 was Rs. 12.93 Crores (Maximum amount outstanding during the year was Rs. 12.93 Crores)

(a) The receipts of principal amount and interest are regular.

(b) In our opinion and according to information and explanations given to us reasonable steps have been taken by the company for recovery of the principal and interest in cases where overdue amount exceeds Rs. One lakh

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to procurement of services and for rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposit within the meaning of the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Therefore the provisions of clause (v) of the paragraph 3 & 4 of the order are not applicable;

(vi) The company is having Consultancy Business therefore the provisions referred to in sub section (1) of the section 148 of the Companies Act, does not applies.

(vii) (a) According to information and the explanation given to us and the records of the company

examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2015, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2015.

(viii) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(ix) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

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

(xi) In our opinion, the term loans have been applied for the purpose for which they were obtained;

(xii) Based upon the audit procedures performed and the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For Rajendra K. Goel & Co. Chartered Accountants Firm Registration Number - 001457N

R. K. Goel Partner (M. No. 6154)

Place: New Delhi Date: 28th May, 2015

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Emergent Global EDU AND SERVICES LIMITED (Formerly Emergent Energy And Services 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 explanatory information.

Management''s Responsibility for the Financial Statements

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

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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31st 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, We give in th 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, 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 subsection (3c) of section 211 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 (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to The Auditor''s Report

Reffered to in Paragraph (1) of our report to the members of M/s Emergent Global Edu and Services Limited (Formerly Emergent Energy And Services Limited)on the account for the year ended 31st March, 2014

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) & ii(c) related to inventory, are not applicable.

(iii) (a) The company has granted unsecured loan to a company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370 (1B) of the Companies Act 1956. Outstanding balance of which as on 31.03.2014 was 12.00 Crores. (Maximum amount outstanding during the year was Rs. 12.84 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not pima-facie prejudicial to the interest of the Company.

(C) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans taken by the company are being recovered as stipulated.

(d) in our opinion and according to information and explanations given to us reasonable steps have been taken by the company for recovery of the principal and interest in cases where overdue amount exceeds Rs. 1 lac.

(e) The Company has not taken any loans, Secured or unsecured to Companies, firm or other parties under section 301 of the companies Act 1956 or to 370(1B) of the Companies Act, 1956.

In view of the above Provision of Para (iii) (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to procurement of services and for rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given by the management, we report that the company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of the Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from public and as such provisions of Section 58A and 58AA of the Companies Act, 1956. Therefore the provision of clause (vi) of the paragraph 4 of the order is not applicable.

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) We have broadly reviewed the accounts and records maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with the view to determining whether they are accurate and complete

(ix)(a) According to information and the explanation given to us and the records of the company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees State Insurance, Income-Tax, Custom Duty, Excise Duty Cess and any other authorities. There are no undisputed statutory dues which have remained outstanding as on 31st 2014, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2014.

(X) The company has no accumulated losses and it has not incurred cash losses in the financial year Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xii) of Companies (Auditors'' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

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

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debenture during the year and accordingly, the provisions of clause (xix) of paragraph 4 of the order are not applicable to the Company.

(xx) During the year under audit, the Company has not raised money by public issue and accordingly, the provisions of clause (xx) of the paragraph 4 of the order not applicable to the Company

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For RAJENDRA K. GOEL & CO. CHARTERED ACCOUNTANTS. FRN No-001457N

R. K. GOEL PARTNER (M. No. 6154)

PLACE: NEW DELHI DATED: 14th May, 2014.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. EMERGENT GLOBAL AND EDU SERVICES LIMITED(Formerly EMERGENT ENERGY AND SERVICES LIMITED) ("the Company"), which comprise the Balance Sheet as ar-March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of die 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 die 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 diat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

(b) in the case of the Statement of Profit and Loss, of the 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 sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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 subsection (3C) of section 211 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 (g) of sub-section (1) of section 274 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.

The Annexure referred to in our report to the members of M/s Emergent Global Edu and Services Limited, for the year ended 3 la March, 2013. We report that:

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) &ii(c) related to inventory, are not applicable.

(iii) (a) The Company has granted unsecured loan to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956. Outstanding balance of which as on 31.03.2013 was 12.04 Crores. (Maximum amount outstanding during die year was Rs. 12.75 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan given to die person listed in me register maintained under Section 301 of die Companies Act, 1956 are not prima-facie prejudicial to die interest of the Company.

(c) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans given to the company are being paid as stipulated.

(d) There are no overdue amounts of more man Rs.l lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) 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, paragraphs 4(iiiXe) to 4(iii)(g) of the order are not applicable.

(iv) In our opinion and according to die information and explanations given to us, diere are adequate internal control procedures commensurate widi the size of the Company and the nature of its business with regard to procurement of services and fixed assets and for rendering of services.

(v) (a) According to the information and explanations given by the management, we report diat me company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of die Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not invited any deposits from public and as such provisions of Section 58A and 58 AA of die Companies Act, 1956 are not applicable,

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) Maintenance of the cost record has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

(ix) (a) According to information and the explanation given to us and the records of die company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees'' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2013, for a period of more than six mondis from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2013.

(x) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(xi) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of Companies (Auditors'' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

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

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was taken.

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) According to the information and explanations given to us and the records examined by us no debentures have been issued during the year.

(xx) The company has not raised public issue during the year.

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit

For RAJENDRA K. GOEL & CO.

CHARTERED ACCOUNTANTS.

FRNNo-001457N

PARTNER (M. No. 6134)

PLACE: NHW DELHI

DATED: 27.05.2013

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. EMERGENT ENERGY AND SERVICES LIMITED (Formerly Shree Om Trades Limited) as at 31st March 2012 and the Profit & Loss Statement for the year ended on that date annexed thereto and the Cash Flow Statement for the period 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the bases of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order

2. Further to our comments in annexure referred to in paragraph (1) 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 audit

b) In our opinion, the company has kept proper books of accounts as required by the law so far as appears from examination of such books.

c) The Balance Sheet and Profit & Loss Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Statement and Cash Flow Statement are prepared in accordance with Accounting Standard referred to in subsection (3c) of section 211 of the Companies Act, 1956

e) On the basis of the written representation received from the Directors and taken on record by the board of Directors, we report that none of the said Directors is disqualified as on 31st March 2012 from being appointed as 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 Balance Sheet, Profit & Loss Statement and Cash Flow Statement and the other notes on accounts as per note no- 15 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:-

I. In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

II. In the case of Profit & Loss Statement, 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 of the Company for the period ended on that date.

Referred to in paragraph (1) of our report to the members of M/s Emergent Energy and Services Limited. On the account for the year ended 31st March, 2012

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) &ii(c) related to inventory, are not applicable.

(iii) (a) The Company has granted unsecured loan to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956. Outstanding balance of which as on 31.03.2012 was 12.00 Crores. (Maximum amount outstanding during the year was Rs. 12.00 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the Company.

(c) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans taken by the company are being recovered as stipulated.

(d) The Company has not taken any loans, secured or unsecured to Companies, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to procurement of services and fixed assets and for rendering of services.

(v) (a) According to the information and explanations given by the management, we report that the company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of the Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not invited any deposits from public and as such provisions of Section 58A and 58AA of the Companies Act, 1956 are not applicable,

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) Maintenance of the cost record has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

(ix) (a) According to information and the explanation given to us and the records of the company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2012, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2012.

(x) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(xi) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of Companies (Auditors' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

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

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was taken. ,

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) According to the information and explanations given to us and the records examined by us no debentures have been issued during the year.

(xx) The company has not raised public issue during the year.

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For RAJENDRA K. GOEL & CO.

CHARTERED ACCOUNTANTS.

FRN No-001457N

R K GOEL

PARTNER

(M. No. 6154)

PLACE: NEW DELHI

DATED: 22.05.2012

Mar 31, 2010

1. 1 have audited the attached Balance Sheet Shree Ora Trades Limited, as at 31st March 2010 and the Profit & Loss Account for the period ended on that date annexed thereto and the Cash Plow Statement for the period ended on that date. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on these financial statements based on my audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of Sub- Section(4)(a) of Section 227 of the Companies Act, 1956 we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to my comments in Para. 3 above, I report that:

a) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion proper books of accounts as required by law have been kept by the company so for as appears from my examination of such 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 my opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statements dealt with by this report 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 31st March 2010 and taken on record by the Board of Directors, I report that none of the Directors is

disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (i) of Sub- Section (I) of section 274 of the Act. -

f) In mv opinion and to the best of my information and according to the explanations given to me. the said accounts read together with the significant accountings policies Ar 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 31s1 March 2010, ii) In the ease of the Profit and Loss, of the Profit of the company for the period ended on that date.

iii) In the case of the cash flow statement, of the CashFlows of the company for the period ended on that date.

ANNKXIRE TO THE AUDITORS REPORT

Referred to in paragraph 3 of mv report of even date on the accounts for the period ended 31s March 2010 of Shree Om Trades Limited.

(i)(a)(b) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii)(a)(b)(c) Since the company does not have any inventory, the clauses relating to maintenance of proper records of inventory and physical verification of inventory are not applicable.

(iii)(a)(b)(c) The Company has not granted or taken any loan to/ from companies, firms (d)(e)(fi) (g) or other parties covered in the Register maintained u/s 301 of the Companies Act 1956. Hence, the clause (iii)(a)(b)(c)(d)(e)(f)&(g) are not applicable.

(iv) The Company has not purchased any fixed assets, inventory or sold any goods or services.

(v) (a) In my opinion and according to the information and explanation given to me, there is no transaction that needs to be entered in the register in pursuance of Section 301 of the Companies Act, 1956.

(b) During the year, the company had no transaction for purchase, sales of goods, etc., with parties listed in the register maintained u/s 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposit during the year from the public within the meaning of the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act 1956 and Rules made there under.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) According to the information & explanations given to me, the central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act 1956.

(ix) (a) (b) The Company has no dues in respect of Income Tax. It has no undisputed or disputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess tax. etc. Since the company has no employees, Hf^^^ statutory dues pertaining to P.F. and ESIC do not arise.

The company has no accumulated losses and has not incurred cash loss in the current financial year and in the immediately preceding financial year.

Based on the examination of the records & information & explanations given to me, the company has not taken any loan from Bank, Financial Institution, or Debenture holders.

(xii) Based on the examination of the records & information & explanations given to me, the company has not granted any loan or advances on the basis of security by way of pledge of shares, debentures & other securities.

(xiii) Clause xiii of the order is not applicable to the company, as the company is not a Chit Fund company or Nidhi, Mutual benefit Funds/society.

(xiv) The company does not deal or trade in shares.

(xv) According to the information & explanations given to me, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) According to the information & explanations given to me, the company has not taken any term loan during the year.

(xvii) On the basis of any examination of the cash flow statement, the funds raised on short term basis have not been used for the long term investment.

(xviii) The company has not issued any shares under preferential allotment to the company covered u/s 301 of the Companies Act,1956.

(xix) lire company has not issued debenture during the years.

(xx) The company has not raised any money by way of public issues during the year.

(xxi) On the basis of any examination and according to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year.

For, K. N. & GANDHI & CO. Chartered Accountants

K. N. GANDFII

Proprietor

Membership No. F-8261

Place: Mumbai

Dated: 20 APR 2010

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