Auditor Report of Explicit Finance Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions 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; design, implementation and maintenance of adequate internal financial controls, that are 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

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

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and Fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its loss 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 sectionl43 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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 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 aforesaid financial statements comply with the applicable 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 March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act

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

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; as such the question of commenting on any material foreseeable losses thereon does not arise iii. There has not been an occasion in case of the Company during the year under report to transfer any Sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 1 of our Report of even date to the members of Explicit Finance Limited on the accounts of the company for the year ended 31st March, 2015 On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

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

ii. a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year end, written confirmations have been obtained for significant account balances.

b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. The Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, this clause is not applicable. iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act

vii. a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, 'Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India;

b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

c) There are no amount required to be transferred by the Company to the investor Education and protection Fund in accordance with provision of the Companies Act, 2013 and the rules made there under.

viii. The accumulated losses of the company are not more than fifty per cent of its net worth. The company has not incurred any Cash losses during the year. However, Company had incurred cash losses in the immediately preceding financial year.

ix. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the Balance Sheet date, the provision of clause 3(ix) of the order are not applicable to the company.

x. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year. Accordingly, the provisions of Clause 3(x) of the order are not applicable to the company.

xi. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the order are not applicable to the Company.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For MVK Associates

Chartered Accountants

Firm Registration No. 120222W

CA Kapil Gupta

Partner

Membership No.047911



Place: Mumbai

Date: 22thMay 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Explicit Finance 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"). read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013. 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

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

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; read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013; Except AS-15 relating to accounting for retirement benefits in the financial statement of employers.

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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Explicit Finance Limited. on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

b) The Fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed on such verification.

c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2)a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements received from the depositories by the Management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

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

c) In our opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

3)a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale securities & services. During the course of audit no major weakness has been noticed in these internal controls.

5) In our opinion and according to the information and explanations given to us the company has not done any transaction that needs to be entered into the registered maintained under section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 58-AA of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9)

a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed material statutory dues including Income Tax and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2014, for a period of more than six months from the date they became payable.

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

10) The company have accumulated losses Rs.47,57,658/- (P.Y Rs.40,80,233/-) at the end of financial year. The Company has incurred cash loss of Rs.6,48,342/- (P.Y Rs.1,83,689/-) during the financial year covered by our audit.

11) The company has not taken any loan from bank or financial institution.

12) According to the information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entries of transactions are made in order. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term loan, para 4 (xvi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

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

21) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed during the course of our audit.

For MVK Associates Chartered Accountants Firm Reg. No: 120222W

CA. KAPIL GUPTA Partner Membership No. : 047911

Place : Mumbai Date : May 22, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of EXPLICIT FINANCE LIMITED as at 31st March, 2012 and also Profit add Loss Account and Cash Flow statement of the Company for (he year ended on that date annexed thereto. These financial statements are the responsibility of the Company's. management. Out responsibility & 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.assurances about the financial . statements are free, from material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified therein.

4. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 accounts, as required by the law, have been kept by the Company so far as appears from our examination of those books

c. The Balance Sheet, the Profit and Loss Account and the Cash Mow statement dealt with by this report are in agreement with the books of accounts

d. In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement deal with by mis report comply with Accounting Standard referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-15 relating to Accounting for Retirement Benefits in the Financial Statement of Employers

e. On the basis of written representation received from directors of the company and taken on records by the board of directors, none of the directors of the Company is prima facie, as at 31.03.2012 is disqualified from being appointed as director of the Company u/a 274 (1) (g) of die Companies Act, 1956, f. In our opinion and to the best of our information and according to the explanations given to us, the said Profit and Loss Account and the Balance sheet read together with the 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 31st March,2012, ii) In the case of Profit and Loss Account, the Profit of the Company for the year ended on that date, and iii) In me case of Cash Flow Statement, of the Cash Flow for tlie year ended on that date.



ANNEXURB TO THE AUDITORS'REPORT

(Statement referred to in paragraph ) of our Report of even date on the Accounts of EXPLICIT FINANCE LIMITED for the year ended 31st March, 2012.

1)

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

b) The Fixed assets have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed on such verification.

c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and due going concern status of the company is not affected.

2)

a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements reecived from the depositories by the Management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

b) In our opinion; and according to-the information and explanations given to us, the procedures of physical verification of stock of shares and securities followed by the management is reasonable and adequate in relation to the size of the company and the nature of its. business. c) In out opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act

b) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale goods. During the course of audit no major weakness has been noticed in these internal controls.

5) In our opinion and according to the information and explanations given to. us the company has not done any transactions that needs to be entered into me registered maintained under section 301 of the Companies Act, 1956.

1.6 In our opinion and according to the Information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 5 8- A A of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditor's Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

a) The company is regular in depositing with 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, the company is generally regular in depositing with appropriate authorities undisputed material statutory dues including Income Tax and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2012, for a period of more than six months from the date they became payable.

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

10) The accumulated losses of the company are not more than fifty percent of its net worth at the end of financial year. The Company has not incurred any cash loss during the financial.year covered by our audit.

11) The company has not taken any loan from bank or financial institution,

12) According to (he information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances rm the base of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii)of uib companies (Auditor's Report) order 2003 are not Applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entires of transactions are made in former. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term Loan, para 4 (x vi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in ' the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

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

21) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company lias been noticed during the course of our audit

For MVK Associates Chartered Accountants Firm Reg. No.; 1202Z2W



KAPIL GUPTA Partner M. No. 047911

Place: Mumbai Date :9th July,2012

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Mar 31, 2010

We have audited the attached Balance Sheet of EXPLICIT FINANCE LIMITED as at 31st March, 2010 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurances about the financial statements are free from material misstatement. An audit also 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified therein.

2". Further to our comments in the Annexure referred to in paragraph 1 above, we state that:

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.

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

The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of accounts.

In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement dealt with by this report comply with Accounting Standard referred to in sub section (3© of Section 211 of the Companies Act, 1956 except AS-15 relating to Accounting For Retirement Benefits in the Financial Statement of Employers.

a. On the basis of written representation received from directors of the company and taken on records by the board of directors, none of the directors of the Company is prima facie, as at 31.03.2010 is disqualified from being appointed as director of the Company u/s 274 (l)(g) of the Companies Act, 1956.

b. In our opinion and to the best of our information and according to the explanations given to us, the said Profit and Loss Account and the Balance sheet read together with the 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 31st March, 2010,

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

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





ANNEXURE TO THE AUDITORSREPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of EXPLICIT FINANCE LIMITED for the year ended 31st March, 2010.)

1)

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

b) The Fixed assets have been physically verified by management at reasonable intervals. No material discrepancies were noticed on such verification.

c) During the year company has not disposed off any fixed assets.

2)

a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements received from the depositories by the management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

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

c) In our opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

3)

a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act.

The Company has taken unsecured loan from three parties covered in the register maintained under section 301 of the Companies Act, 1956 and maximum aggregate balance was Rs. 222,500/- and outstanding balance of the parties as on year-end was 120,000/-.

b) The above loans are interest free and other terms and conditions of the aforesaid loans were not prima facie prejudicial to the interest of the Company.

c) The payment of principal amount on the aforesaid loans were regular.

d) There were no overdue amounts in the aforesaid loan

4) 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, for the purchase of inventory and fixed assets and for the sale goods. During the course of audit no major weakness has been noticed in these internal controls.

5) In our opinion and according to the information and explanations given to us the company has not done any transactions that needs to be entered into the registered maintained under section 301 of the Companies Act, 1956.

6) In our opinionand according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 58-AA of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditors Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9)

a) The company is regular in depositing with 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, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

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

10) The Company has accumulated losses of Rs. 42.76 lacs at the end of the financial year. The Company has not incurred cash loss during the financial year covered by our audit as well in the immediately preceding financial year.

11) The company has not taken any loan from bank or financial institution.

12) According to the information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) order 2003 are not applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entries of transactions are made in former. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term loan, para 4 (xvi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

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

21) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed during the course of our audit.



For MVK Associates

Chartered Accountants

Firm Reg. No.: 120222W



KAPIL

GUPTA

Partner

M. No. 047911

Place : Mumbai

Date : 1st September,2010