Auditor Report of Geetanjali Credit and Capital Ltd.

Mar 31, 2015

1. We have audited the accompanying Financial Statements of GEETANJALI CREDIT AND CAPITAL LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss and the 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

2. 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

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

4. 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.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

6. 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.

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

Opinion

8. 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 March 31,2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

10. 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 except as mentioned in Point No 7 of CARO Audit Report.

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

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

Annexure referred to in paragraph 9 of Our Report of even date to the Members of GEETANJALI CREDIT AND CAPITAL LIMITED ("the Company”) 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:

1. In respect of the Company's fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

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

2. In respect of the Company's inventories:

a) As explained to us, the Company is dealing in shares and securities and the same has been certified by the management. In our opinion 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 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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

According to the information & explanations given to us, the Company has not granted any loan to companies, firms or other parties covered in the register maintained u/s. 189 of the Companies Act, 2013.

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

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

6. According to the information and explanations provided by the Company, Central Government has not prescribed for cost records under Section 148(1) of the Companies Act, 2013.

7. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2015 for a period of more than six months from the date they become payable, except as mentioned below.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount (Rs In lacs) Period to which amount relates

Income tax - addition 210.00 1.4.98 to 31.03.99 made on protective basis

Income tax - addition 39.58 1.4.99 to 31.03.00 made on protective basis

Income tax - Penalty 73.50 1.4.98 to 31.03.99 Imposed

Nature of Dues Forum where dispute is pending

Income tax - addition Appellate Tribunal made on protective basis

Income tax - addition Appellate Tribunal made on protective basis

Income tax - Penalty Appellate Tribunal Imposed

8. The Company has accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not taken any loans from financial institutions and banks. The Company does not hold any debentures.

10. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. In our opinion and according to the information and explanation given to us, the term loans were applied for the purpose for which they were obtained.

12. During the course of our examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any instance of material 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 S Kansal & Associates. Chartered Accountants

Sachin Kansal Proprietor Place: Ahmedabad M.No. 137191 Date: 30.05.2015

---

Mar 31, 2014

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

Management's Responsibility for the Financial Statements:

The Company's 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 notified under 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 the 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.

Auditors' Responsibility:

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's 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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(ii) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements:

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

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the notified under 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 the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1) (g) of the Act.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of the Company's fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

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

2. In respect of the Company's inventories:

a) As explained to us, inventories of shares and investment have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of 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 has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) According to the information & explanations given to us, the Company has neither granted nor taken any loan to companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

b) In view of the what has been stated above, clause 3 (b) regarding terms and conditions of such loans, clause 3 (c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the Company for the year.

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

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the Company has not invited or accepted any public deposit, hence the provisions of section 58A, 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there-under are not applicable to the Company and no order under the aforesaid section have been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal, on the Company.

7. The Company does not have formal internal audit system but there are adequate checks and controls at all levels. The management has informed us that the steps are being taken to introduce internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations provided by the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, clause 4(viii) of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2014 for a period of more than six months from the date they become payable.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount Period to which (Rs. In lacs) amount relates

Income tax - addition made on 210.00 1.4.98 to 31.03.99 protective basis

Income tax - addition made on 39.58 1.4.99 to 31.03.00 protective basis

Income tax - Penalty Imposed 73.50 1.4.98 to 31.03.99

Nature of Dues Forum where dispute is pending

Income tax - addition made on Appellate Tribunal protective basis

Income tax - addition made on Appellate Tribunal protective basis

Income tax - Penalty Imposed Appellate Tribunal

10. The company has not incurred any cash losses during the financial year covered by the audit.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks. The Company does not hold any debentures.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further all shares, securities, debentures and other investments have been held by the Company in its own name.

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

16. In our opinion and according to the information and explanation given to us, the Company had not raised any term loan and therefore the provisions of Clause (xvi) of the Para 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, we report that no funds raised on short term basis have been used for long term investment or vice versa.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and therefore the question of creating security & charge in respect thereof does not arise.

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

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

For, S. Kansal & Associates., Chartered Accountants

Sachin Kansal Proprietor M. No:-137191 Date: 30.05.2014 Place: Ahmedabad

---

Mar 31, 2013

We have audited the accompanying financial statements of M/s Geetanjali Credit And Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and also the Statement of Profit and for the year ended on that annexed thereto, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility:

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's 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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and

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

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

Report on Other Legal and Regulatory Requirements:

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

2. As required by Section 227(3) of the Act, I 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 it appears from our examination of those books.

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

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the directors as on March 31, 2013, 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 Section 274(1) (g) of the Act.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of the Company's fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

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

2. In respect of the Company's inventories:

a) As explained to us, inventories of shares and investment have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of 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 has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) According to the information & explanations given to us, the Company has neither granted nor taken any loan to companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

b) In view of the what has been stated above, clause 3 (b) regarding terms and conditions of such loans, clause 3 (c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the Company for the year.

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

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the Company has not invited or accepted any public deposit, hence the provisions of section 58A, 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there-under are not applicable to the Company and no order under the aforesaid section have been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal, on the Company.

7. The Company does not have formal internal audit system but there are adequate checks and controls at all levels. The management has informed us that the steps are being taken to introduce internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations provided by the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, clause 4(viii) of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2013 for a period of more than six months from the date they become payable.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount Period to Forum where (Rs. In which amount dispute is pending lacs) relates

Income tax - 210.00 1.4.98 to Appellate Tribunal addition made on 31.03.99 protective basis

Income tax - 39.58 1.4.99 to Appellate Tribunal addition made on 31.03.00 protective basis

Income tax - 73.50 1.4.98 to Appellate Tribunal Penalty Imposed 31.03.99

10. The company has not incurred any cash losses during the financial year covered by the audit. However, the Company had incurred cash loss of Rs. 26,418 in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks. The Company does not hold any debentures.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further all shares, securities, debentures and other investments have been held by the Company in its own name.

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

16. In our opinion and according to the information and explanation given to us, the Company had not raised any term loan and therefore the provisions of Clause (xvi) of the Para 4 of the Companies ( Auditor's Report) Order 2003 are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, we report that no funds raised on short term basis have been used for long term investement or vice versa.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and therefore the question of creating security & charge in respect thereof does not arise.

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

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

For, S. Kansal & Associates., Chartered Accountants

Sachin Kansal Partner M. No:-137191 Date: 30.05.2013 Firm Reg No:- 134937W Place: Ahmedabad

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Geetanjali Credit & Capital Limited as at 31st, March 2012 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Direction, 1998 issued by the Reserve Bank of India in term section 451A of the Reserve Bank of India Act, 1934, we report as under in regard to the matters specified in para 3 & 4 of the said order:

a. The company has filed an application for registration as provided in section 451A of the Reserve Bank of India Act, 1934. As per the information and explanations given to us by the management, the Reserve Bank of India has issued the Certificate of Registration to the company as Non-Banking Financial Company.

b. As per information and explanations given to us the Board of Directors has passed a resolution for the Non-Acceptance of any public deposits.

c. As it appears from our examination of the books of accounts, the company has not accepted any Public Deposits during the year under review.

d. In terms of information and explanation given to us and as it appears from our examination of books of accounts produced before us, the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts have generally been followed by the company.

5. Further to our comments in the 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 purposes of our audit.

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

c. The Balance Sheet and Profit & Loss Account dealt with by this report is in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the mandatory Accounting Standards referred to in Section 211 (3C) of Companies Act, 1956 to the extent applicable.

e. On the basis of the written representations received from the directors as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31.03.2012 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2012.

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

ANNEXURE TO AUDITOR'S REPORT ON THE ACCOUNTS OF GEETANJLI CREDIT & CAPITAL LIMITED FOR THE YEAR ENDED 31st MARCH, 2012, AS REFERRED TO IN OUR REPORT OF EVEN DATE

Referred to in Paragraph I of our report of even date:

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

(b) The fixed assets of the company have been physically verified by the Management at intervals, which in our opinion are reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

© During the year, the company has not disposed off any substantial part of the Fixed assets.

2. (a) As per information and explanations given to us and on the basis of examination of records, we are of the opinion that physical verification of inventory of share and investments has been conducted by the management at reasonable intervals during the year.

(b) The procedure of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of it's business

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stock of shares and investment.

3. According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

In view of the what has been stated above, clause 3(b) regarding terms and conditions of such loans, clause 3(c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the company for the year.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956 :

(a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so made.

(b) In our opinion and according to the information and explanation given to us, where each of such transactions is in excess of Rs.5.00 Lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the company has not accepted any deposits within the meaning Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and on the basis of examination of records, the company has an internal audit system commensurate with its size and nature of its business.

8. Clause (8) of the paragraph 4 of the Companies (Auditor's Report) Order,2003 relating to maintenance of cost records is not applicable to the company.

9. a) The Central Government has been regular in depositing with the appropriate authorities any undisputed statutory dues during the year, as applicable to it.

b)According to the records of the company, there are no dues of income tax, custom duty, wealth tax, sales tax, cess which have not been deposited on account of any dispute.

c.) Disputed dues in respect of

Nature of the Amt. Period to which Forum where dues (Rs. In amount relates dispute is pending lacs)

Income Tax - 210.00 1.4.1998 to 31.3.1999 Appellate addition made Tribunal on protective basis

Income Tax - 39.58 1.4.1999 to 31.3.2000 Appellate addition made Tribunal on protective

Income Tax - 73.50 1.4.1998 to 31.3.1999 Appellate Penalty Tribunal jmposed

have not been deposited since the matters are pending before relevant Appellate Authorities.

10. In our opinion and according to the information and explanation given to us, the company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses either in the current financial year or in immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted on repayment of dues to banks and financial institutions. There are no debentures issued by the Company and as such the question of default in the payment to debenture holders does not arise.

12. Based on our examination, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. So the requirement of documents and records in regard to loans and advances is not applicable to the company.

13. I n our opinion, the Company is not a chit fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further, all share, securities, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantees for any loans taken by others from other banks or financial institutions.

16. The company has not raised any term loans during the year and hence the provision of clause 4(xvi) of the Companies ( Auditor's Report ) Order 2003 are not applicable to the Company.

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

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the company has not issued any debentures. Therefore, clause (19) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20. The company has not raised any money by way of public Issue during the year the period covered by our audit. Therefore, clause (20) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

For A K Kalia & Associates Chartered Accountants FRN :06949N

Sd/-

Place : Chandigarh ( Anil Kumar Kalia ) Date : 25/08/2012 Prop.

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Geetanjali Credit & Capital Limited as at 31st, March 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Direction, 1998 issued by the Reserve Bank of India in term section 451A of the Reserve Bank of India Act, 1934, we report as under in regard to the matters specified in para 3 & 4 of the said order:

a. The company has filed an application for registration as provided in section 451A of the Reserve Bank of India Act, 1934. As per the information and explanations given to us by the management, the Reserve Bank of India has issued the Certificate of Registration to the company as Non-Banking Financial Company.

b. As per information and explanations given to us the Board of Directors has passed a resolution for the Non-Acceptance of any public deposits.

c. As it appears from our examination of the books of accounts, the company has not accepted any Public Deposits during the year under review.

d. In terms of information and explanation given to us and as it appears from our examination of books of accounts produced before us, the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts have generally been followed by the company.

5. Further to our comments in the 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 purposes of our audit.

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

c. The Balance Sheet and Profit & Loss Account dealt with by this report is in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the mandatory Accounting Standards referred to in Section 211 (3C) of Companies Act, 1956 to the extent applicable.

e. On the basis of the written representations received from the directors as on 31.03.2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31.03.2011 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2011.

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

ANNEXURE TO AUDITOR'S REPORT ON THE ACCOUNTS OF GEETANJLI CREDIT &CAPITAL LIMITED FOR THE YEAR ENDED 31st MARCH, 2011, AS REFERRED TO IN OUR REPORT OF EVEN DATE

Referred to in Paragraph I of our report of even date:

1. (a) The company has maintained proper records showing full particulars, including

Quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management at intervals, which in our opinion are reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

© During the year, the company has not disposed off any substantial part of the Fixed assets.

2. (a) As per information and explanations given to us and on the basis of examination of records, we are of the opinion that physical verification of inventory of share and investments has been conducted by the management at reasonable intervals during the year.

(b) The procedure of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of it's business

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stock of shares and investment.

3. According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

In view of the what has been stated above, clause 3(b) regarding terms and conditions of such loans, clause 3(c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the company for the year.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956 : (a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so made.

(b) In our opinion and according to the information and explanation given to us, where each of such transactions is in excess of Rs.5.00 Lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the company has not accepted any deposits within the meaning Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and on the basis of examination of records, the company has an internal audit system commensurate with its size and nature of its business.

8. Clause (8) of the paragraph 4 of the Companies (Auditor's Report) Order,2003 relating to maintenance of cost records is not applicable to the company.

9. a) The Central Government has been regular in depositing with the appropriate authorities any undisputed statutory dues during the year, as applicable to it.

(b) According to the records of the company, there are no dues of income tax, custom duty, wealth tax, sales tax, cess which have not been deposited on account of any dispute.

10. In our opinion and according to the information and explanation given to us, the company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses either in the current financial year or in immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted on repayment of dues to banks and financial institutions. There are no debentures issued by the Company and as such the question of default in the payment to debenture holders does not arise.

12. Based on our examination, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. So the requirement of documents and records in regard to loans and advances is not applicable to the company.

13. In our opinion, the Company is not a chit fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further, all share, securities, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantees for any loans taken by others from other banks or financial institutions.

16. The company has not raised any term loans during the year and hence the provision of clause 4(xvi) of the Companies ( Auditor's Report ) Order 2003 are not applicable to the Company.

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

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, the company has not issued any debentures. Therefore, clause (19) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20. The company has not raised any money by way of public Issue during the year the period covered by our audit. Therefore, clause (20) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

For Pawan Chagti & Associates Chartered Accountants FRN :013905N

Sd/-

Place : New Delhi ( Pawan Kumar ) Date : 02/08/2011 Partner