Auditor Report of Gujarat Lease Financing Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditors' 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 andmatters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

Attention is invited to the Note 2.20 (c) regarding non-recognition of income of interest on tax refunds amounting to Rs.1,060.94 lacs (Previous year ended 31st March, 2014: Rs.1,033.66 lacs) and short provision of tax of Rs.277.21 lacs (Previous year ended 31st March, 2014: Rs.284.96 lacs).

Had the aforesaid amount on tax refund been accounted for in the books of account, the accumulated losses as at 31st March, 2015 would have been Rs.16,752.40lacs (Previous year ended 31st March, 2014: Rs. 16,780.33 lacs) as against reported figure of Rs.17,536.13 lacs (Previous year ended 31st March, 2014: Rs. 17,529.03 lacs), provision for taxation net of advance tax would have been converted to advance tax net of provision Rs.1.79 lacs (Previous year ended 31st March, 2014: Rs. 1.97 lacs) as against reported figure of Rs.781.94 lacs (Previous year ended 31st March, 2014: Rs. 746.73 lacs)

This matter was also qualified in our report on the financial statements for the year ended 31st March 2014.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us,except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 1 to the financial statement regarding preparation of the financial statement of the Company on going concern basis for the reasons stated therein. The appropriateness of this assumption of going concern is dependent upon the continued support from one of the promoter group company and the resolution of the tax dispute referred to in the said note.

Our opinion is not modified in respect of this matter.

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 in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matter described in the Basis for Qualified Opinion paragraph above, and the going concern matter described in the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on31stMarch, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.5and 2.18to the financial statements;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1. Having regard to the nature of the Company's business / activities during the year, clauses (ii) and (vi) of paragraph 3 of the Order are not applicable to the Company.

2. In respect of its fixed assets:

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

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

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

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

5. According to the information and explanations given to us, the Company has not accepted any deposit during the year.

6. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Sales tax, Income-tax, Service Tax, and other material statutory dues applicable to it with the appropriate authorities. Other dues mentioned in clause 7(a) of para 3 of the Order were not applicable to the Company during the year.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Service Tax and other material statutory dues in arrears as at March 31,2015 for a period of more than six months from the date they became payable. Other dues mentioned in clause 7(b) of para 3 of the Order were not applicable to holding and subsidiaries during the year.

(c) There are no dues of Income-tax and Service Tax which have not been deposited as on March 31, 2015 on account of disputes.

Details of dues of Sales Tax which have not been deposited as on 31st March, 2015 on account of disputes are given below:

Statute Nature of Dues Forum where Period to which Dispute is the amount pending relates

Central Sales Demand of Sales Tax 1989-90 to Tax Act,1956 Tax and Penalty Tribunal 1994-95

Statute Amount involved(Rs. in lacs)

Central Sales 21.12 Tax Act,1956

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

7. The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, the Company has not borrowed any monies from banks, financial institutions or through issue of debentures.

9. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions.

10. In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year.

11. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For C.C.Chokshi & Co. Chartered Accountants (Firm's Registration No. 101876W)

Hemendra L. Shah 20th May, 2015 Partner MUMBAI (Membership No. 33590)

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GUJARAT LEASE FINANCING LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The 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 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 fair presentation of the financial statements that 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 misstatement.

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

Basis for Qualified Opinion

Attention is invited to the following notes:

i. Note No. 2.17: regarding accounts of the Company prepared on going concern basis.

ii. Note No. 2.19 (c): regarding non-recognition of income of interest on tax refunds amounting to Rs.

1,033.66 lacs (Previous year ended 31st March, 2012: Rs. 1,033.66 lacs) and short provision of tax and interest thereon of Rs. 284.96 lacs (Previous year ended 31st March, 2012: Rs.284.96 lacs).

We further report that had the observation made by us in 2.19(C) above been considered, the accumulated losses would have been Rs.16,766.92 lacs (Previous year ended 31st March, 2012: Rs.16,750.21 lacs) as against reported figure of Rs.17,515.62 lacs (Previous year ended 31" March, 2012: Rs. 17,498.91 lacs), provision for taxation net of advance tax would have been converted to advance tax net of provision Rs. 2.02 lacs (Previous year ended 31st March, 2012: Rs. 1.85 lacs) as against reported figure of Rs. 746.68 lacs ( Previous year ended 31" March, 2012: Rs. 746.85 lacs).

Qualified Opinion

in our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) 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 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 under provisions of 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 purposes of our audit.

(b) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act.

(e) On the basis of written representations received from the directors as on 31st March, 2013taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1 )(g) of the Act.

For C. C. Chokshi & Co.

Chartered Accountants

(Firm Registration No. 101876W)



(Gaurav J. Shah)

Partner

(Membership No. 35701)

Date : 27th,May, 2013

Place : AHMEDABAD

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s activities, clauses

(ii), (viii) and (xiii) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

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

(c) The company has not disposed of any material fixed assets during the year.

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However the Company has taken interest free unsecured loans from its three subsidiary companies. The maximum amount involved was Rs. 1,811.68 lacs and the year-end balance of such loans was Rs. 1,807.45 lacs.

(c) The other terms and conditions on which the interest free unsecured loans have been taken are not stipulated

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of shares. During the course of our audit, we have not observed any major weaknesses in such internal control system. '' ,

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to Section 301 that need to be entered in the Register maintained under the said Section have been so entered. .

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. The Company has complied with the'' requirements of the Prudential Norms of Reserve Bank of India except in respect of Capital Adequacy and Concentration of Credits/ Investments as disclosed in Note No 2.26.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2013 fora period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March. 2013 on account of disputes are given below: _

Statute Nature of Dues Forum Period to which the Amount where amount relates involved Dispute is pending (Rs. in lakhs)

Central Sales Demand of Sales Tax 1989-90 to 21.12

Tax Act, 1956 Tax and Penalty Tribunal 1994-95

'' (ix) The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. .

(x) In our opinion and according to the information and explanations given to us, the Company has not borrowed any loans from banks, financial institutions and debenture holders.

(xi) In our opinion, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name. .

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees '' for loans taken by others from banks and financial institutions.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not obtained term loan . during the financial year.

(xv) jn our opinion and according to the information and explanations given to us and on an overall examination of the . Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term

investment. ''

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvii) '' According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xviii) The Company has not raised any money by public issue during the year.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company has been noticed or reported during the year.

In terms of our report attached

For C. C. Chokshi & Co.

Chartered Accountants

(Registration N0.101876W)



Gaurav J. Shah

Partner

(Membership No. 35701)



Date : 27th May,2013

Place : Ahmedabad,

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GUJARAT LEASE FINANCING LIMITED ("the Company") as at 31" March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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;

(iii) 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;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(v) Attention is invited to the following notes:

i. Note No. 2.17 : regarding accounts of the Company prepared on going concern basis

ii. Note No.2.19(c) : regarding non recognition of income of interest on tax refunds amounting to Rs. 1033.66 lacs (previous year Rs. 1033.66 lacs) and short provision of tax and interest thereon of Rs. 284.96 lacs (previous year Rs.284.96 lacs)

We further report that had the observation made by us in item (ii) above been considered, the accumulated losses would have been Rs.16,750.21 lacs (as against reported figure of Rs.17,498.91 lacs), provision for taxation net of advance tax would have been converted to advance tax net of provision Rs. 1.85 lacs (as against reported figure of Rs. 746.85 lacs).

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 " March, 2012;

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

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

5. On the basis of the written representations received from the Directors as on 31 " March, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 " March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

(i) Having regard to the nature of the Company's activities, clauses (ii), (viil) and (xiii) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

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

(c) The company has not disposed of any material fixed assets during the year.

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However the Company has taken interest free unsecured loans from its three subsidiary companies. The maximum amount involved was Rs. 1805.52 lacs and the year-end balance of such loans was Rs. 1803.76 lacs.

(c) The other terms and conditions on which the interest free unsecured loans have been taken are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of shares. During the course of our audit, we have not observed any major weaknesses in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to Section 301 that need to be entered in the Register maintained under the said Section have been so entered.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. The Company has complied with the requirements of the Prudential Norms of Reserve Bank of India except in respect of Capital Adequacy and Concentration of Credits/Investments as disclosed in Note No. 2.29.

(vii) In our opinion, the internal audit functions carried out during the year by firm of a Chartered Accountant appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. .

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31" March, 2012 for a period of more than six months from the date they became payable.

Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 3154 March, 2012 on account of disputes are given below:

Statute Nature of Forum where the Period to which the Amount Involved Dues dispute is pending amount relates (Rs. In Lacs)

Central Sales Demand of Sales Tax Tribunal 1989-90 to 1994-95 36.22 Tax Act, 1956 tax and penalty

(ix) The accumulated losses of the Company at the end of the financial year are exceeding its net worth. The Company has incurred cash losses in the financial year under report but has not incurred cash losses in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has not borrowed any loans from banks, financial institutions and debenture holders.

(xi) In our opinion, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not obtained term loan during the financial year.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis prima-facie, not been used during the year for long- term investment.

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xviii) During the year, the Company has not raised money by public issue.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company has been noticed or reported during the year.

For C. C. Chokshi & Co.,

Chartered Accountants

(Registration No. 101876W)

H. P. Shah

Place: Ahmedabad Partner

Date : 25th May, 2012 (Membership No.33331)

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Mar 31, 2011

1. We have audited the attached Balance Sheet of GUJARAT LEASE FINANCING LIMITED ("the Company") as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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;

(iii) 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 account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(v) Attention is invited to the following notes in Schedule No 12(B):

i. Note No. 2 : regarding accounts of the Company prepared on going concern basis

ii. NoteNo.4(c): regarding non recognition of income of interest on tax refunds amounting to Rs. 1033.66 lacs (previous year Rs. 1033.66 lacs) and short provision of tax and interest thereon of Rs. 284.96 lacs (previous year Rs.284.96 lacs)

We further report that had the observation made by us in item (ii) above been considered, the accumulated losses would have been Rs.16,734.42 lacs (as against reported figure of Rs.17,483.12 lacs), provision for taxation net of advance tax would have been converted to advance tax net of provision Rs. 2.15 lacs (as against reported figure of Rs. 746.55 lacs).

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

5. On the basis of the written representations received from the Directors as on 31st March, 2011 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956.

Annexure To Auditors Report (Referred to in paragraph 3 of our report of even date)

(I) Having regard to the nature of the Companys activities, clauses (ii),(viii) and (xiii) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

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

(c) The company has not disposed of any fixed assets during the year..

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However the Company has taken interest free unsecured loans from its three subsidiary companies. The maximum amount involved was Rs. 1804.61 lacs and the year-end balance of such loans was Rs. 1800.70 lacs.

(c) The other terms and conditions on which the interest free unsecured loans have been taken are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of shares. During the course of our audit, we have not observed any major weaknesses in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements referred to Section 301 that need to be entered in the Register maintained under the said Section have been so entered.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. The Company has complied with the requirements of the Prudential Norms of Reserve Bank of India except in respect of Capital Adequacy and Concentration of Credits/Investments as disclosed in Note No 5 of Schedule 12(B)

(vii) In our opinion, the internal audit functions carried out during the year by firm of a Chartered Accountant appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2011 on account of disputes are given below:

Statute Nature of Forum where the Period to which the Dues dispute is pending amount relates

Central Sales Demand of Sales Tax Tribunal 1989-90 to 1994-95 Tax Act, 1956 tax and penalty

Statute Amount Involved (Rs. In Lacs)

Central Sales 36.22 Tax Act, 1956

(ix) The accumulated losses of the Company at the end of the financial year are exceeding its net worth. The Company has not incurred cash losses in the financial year under report but has incurred cash losses in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has not borrowed any loans from banks, financial institutions and debenture holders.

(xi) In our opinion, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not obtained term loan during the financial year.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis prima-facie, not been used during the year for long- term investment.

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xviii) During the year, the Company has not raised money by public issue.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company has been noticed or reported during the year.

For C. C. Chokshi & Co., Chartered Accountants (Registration No. 101876W)

(H. P. Shah) Partner (Membership No.33331)

Place : Ahmedabad Date :24th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Gujarat Lease Financing Limited ("the company") as at 31st March, 2010 the Profit and Loss Account and the Cash Flow Statement of the company for the year ended on that date, both 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.

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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms Section 227(4A) of the Companies Art, 1956, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

(i) 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;

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

(iii) 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 account;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(v) Attention is invited to the following notes in Schedule No. 12 (B):

i. NoteNo.2 : regarding accounts of the Company prepared on going concern basis

ii. NoteNo.4(c): regarding non recognition of income of interest on tax refunds amounting to Rs. 1033.66 lacs (previous year Rs. 1033.66 lacs) and short provision of tax and interest thereon of Rs. 284.96 lacs (previous year Rs.284.96 lacs)

We further report that had the observation made by us in item (ii) above been considered, the accumulated losses would have been Rs. 16,734.58 lacs (as against reported figure of Rs. 17,483.28 lacs), provision for taxation net of advance tax would have been converted to advance tax net of provision Rs. 8.28 lacs (as against reported figure of Rs. 740.42 lacs).

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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, of the Loss of the company for the year ended on that date; and

iii) in the case of Cash Flow statement, of the Cash flows of the company for the year ended on that date.

5. On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as director in terms of section 274(l)(g) of the Companies Act, 1956.

Annexure To Auditors Report (Referred to in paragraph 3 of our report of even date)

(i). Having regard to the nature of the Companys activities, clauses (ii), (viii) and (xiii) of C ARO are not applicable.

(ii). In respect of its fixed assets:

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

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

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However the Company has taken interest free unsecured loans from its three subsidiary companies. The maximum amount involved was Rs. 1808.26 lacs and the year-end balance of such loans was Rs. 1800.97 lacs.

(c) The other terms and conditions on which the interest free unsecured loans have been taken are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of shares. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangement referred to Section 301 that need to be entered in the register maintained under the said section have been so entered.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. The Company has complied with the requirements of the prudential Norms of Reserve Bank of India except in respect of Capital Adequacy and Concentration of Credits/Investments as disclosed in Note No 5 of Schedule 12(B)

(vii) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with appropriate authorities.

(b) There were no undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of income-tax, sales tax, wealth-tax, service tax, custom duty, excise duty and cess which have not been deposited as on 31st March,2010 on account of dispute are given below:



Statute Nature of Forum where the Period to which the Amount Involved

Dues dispute is pending amount relates (Rs. In Lacs)

Central Sales Demand of Sales Tax Tribunal 1989-90 to 1994-95 36.22

Tax Act, 1956 tax and penalty



(ix) The accumulated losses of the Company at the end of the financial year are exceeding its net worth and the Company has incurred cash losses in the financial year under report. The Company has not incurred cash losses in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has not borrowed any loans from banks, financial institutions and debenture holders.

(xi) In our opinion, the Company has riot granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not obtained term loan during the financial year.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis prima-facie, not been used during the year for long- term investment.

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xviii) During the year, the Company has not raised money by public issue.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company has been noticed or reported during the year.



For C. C. Chokshi & Co.,

Chartered Accountants

(Registration No. 101876W)

H. P. Shah

Place: Ahmedabad Partner

Date : 15th May, 2010 Membership No.33331