Auditor Report of Helpage Finlease Ltd.

Mar 31, 2013

Report on the financial Statements

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

Management''s Responsibility for the financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Helpage Finlease Limited on the accounts of the company for the year ended 31st March, 2013.

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

I. (a) The company does not own any fixed assets during the year. Hence the clause b and c regarding physical verification and disposal of substantial part of fixed assets are not applicable.

II. (a) The nature of the company''s business / activities/ transactions does not require it to hold inventories and such clause 4(ii) of the companies (Auditor''s Report) Order, 2003 (''Order'') is not applicable.

III. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

IV. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

V. a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register under section 301 of the Companies Apt, 1956 paragraph (v) (b) of the order is not applicable.

VI. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

VII. As per information & explanations given by the management, the Company does not have any internal audit system commensurate with its size and the nature of its business.

VIII. According to the information & explanation given and to the best of our knowledge, the provisions of "The Companies (Cost Accounting Records) Rules, 2011'' published by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for maintenance of cost records are not applicable the company as the company is not engaged in the production, processing, manufacturing or mining activities. Hence paragraph (viii) of the order is not applicable.

IX. (a) According to the records of the company, undisputed statutory 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there were no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have been deposited on account of any disputes.

X. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

XI. The Company has not taken any loan from financial institution, bank or debenture holders. Therefore, the provision of this clause is not applicable to the Company.

XII. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause is not applicable to the Company.

XIV. The Company is not trading in Shares, Mutual funds & other Investments hence clause (c) is not applicable.

XV. According to the information and explanations given to us, the Company has not given any guarantees for loan taken , by others from a bank or financial institution.

XVI. No term loan had been raised by the company during the year.

XVII. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. The Company has no outstanding debentures during the period under audit.

XX. The Company has not raised any money by public issue during the year.

XXI. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Y.K. Gupta &Co. Chartered Accountants FRN:505129C

Y.K. Gupta Partner Membership No.: 070767

Place :New Delhi Date :30th May, 2013

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Mar 31, 2012

1. We have audited the attached balance sheet of M/S Helpage Finlease Limited as at 31st March 2012, and also the profit and 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 by law have been kept by the company as far as appears from our examination of those books.

(c) The balance sheet, profit and loss account dealt with by this report is in agreement with the books of account.

(d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 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 other Accounting Policies and Notes to 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 2012;

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

Annexure to the Auditors'' Report

Annexure referred to in paragraph 3 of the Auditors'' Report to the Members of M/s. Helpage Finlease Limited on the accounts for the year ended 31st March, 2012.

1. The Company does not own any fixed assets during the year.

2. The company is not having any inventory with it during the year.

3. We are informed that the company has not taken unsecured loan from companies covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

5. a) In our opinion and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and has been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

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

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

10. The company does not have any accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

12. Based on our examination of documents and records, 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.

13. Para (xiii) is not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities,,debentures and other securities in its own name.

16. The company has not given any guarantee for loans taken by others from bank or financial institutions.

17. In our opinion and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investments.

18. We are informed that 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 debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

20. The company has not raised any money by public issues.

21. Based upon the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For: M/S MITTAL BANSAL & Associates Chartered Accountants

Place: Delhi Date: 16/05/2012 (JITENDRA BANSAL) ( PARTNER) (M.No.500731) F.NO.018957N

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Helpage Finlease Limited as at 3lst March, 2011 and the Profit and 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 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 mis -statements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to 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 purpose of our audit;

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

(iii) the Balance Sheet and Profit & Loss account dealt with this by report are in agreement with the books of accounts;

(iv) in our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act 1956;

(y) on the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Director, we report that none of the directors is disqualified as on 31st March 2011, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

a. in the case of the Balance Sheet , of the state of affairs of the Company as at 31st march 2011; and

b. in the case of the Profit & Loss account, of the Profit for the year ended on that date;

ANNEXURE

REFER M/S HELPAGE FINLEASE LIMITED

Referred to in paragraph 3 of our report of even date.

1. The company does not own any fixed assets during the Year.

2. The Company is not having any inventory with it during the year

3. The company has taken loan of Rs 10000/- in the nature of loans to parties covered in the register maintained u/s 301 of the Companies Act, 1956. The terms and conditions of such loan are not prejudicial to the interest of the company

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

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions. That need to be entered into the register maintained under section 301 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 under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs 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. The company has not accepted any deposits from the public.

7. The provision of section 209(1 )(d) of the Companies Act, 1956 does not apply.

8. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, excise duty, Cess and other statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, customs duty and excise duty were outstanding., as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sale tax, income tax, customs tax / wealth tax, excise duty / cess which have not been deposited on account of any dispste.

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

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way, of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

14. On the basis of our examination of the companies'' records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debentures and other investments and timely entries have been made in these records. The shares securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted u/s 49 of the Act.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has taken loans of Rs 1135000/- during the year.

17. According to the cash flow statement and other records examined by us and the information and,explanations given to us, on an overall basis, we report that no funds raised on short-term basis have been used for long-term investment and vice versa.

18. Based on. our examination of records and the information provided to us by management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. The company has not issued any shares during the year under reporting.

20. We have verified the end use of the funds raised by the company during the financial year.

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

FOR MITTAL BANSAL & ASSOCIATES charted Accountants

VISHNU MITTAL 501519 F.NO. 018957N

Place :DELHI Dated :16.05.2011