Auditor Report of Indergiri Finance Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of 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.

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, 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 accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

(b) in the case of the Profit and Loss Account, 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 (4 A) 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Re: Indergiri Finance Limited

Referred to in Paragraph 1 of our report of even date

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing Ml 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 in a phased periodic manner, which in our opinion is reasonable, having regard to the size of Company and nature of its assets. No material discrepancies were noticed on such physical verification.

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

2. Inrespect of its lnventories:

a) The inventories have been physically verified during the year 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 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 of inventories 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 301 of the Companies Act 1956:

a) The Company has no Subsidiary.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the Company, are not prima facie prejudicial to the interest of the Company, However, during the year company has not given loan to group companies and at the year end there is no balance outstanding.

c) The principal amounts are repayable on demand and loans are mainly in the form of current loan accounts, while the interest is payable annually at the discretion of the Company.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

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 Nature of its business for the purchases of security , derivatives in equity and option trading and fixed assets and for the sale of security, derivatives in equity and option trading and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses 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 explanation given to us, the transactions made in the pursuance of contracts or arrangements that need to be entered in the Register maintained under Section 301 ofthe Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in the pursuance of contracts / arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs 5, 00,000/- in respect of each party during the year have been made at prices which appears reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (VI) of paragraph 4 of the Order are not applicable to the Company.

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

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. In respect of the statutory dues:

According to the records of the Company, undisputed statutory dues including Income-Tax, Sales Tax, Service Tax, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date of becoming payable.

10. The Company does have accumulated losses amounted Rs. 16,29,354/-at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit..

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

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

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

14. The Company is engaged in dealing and trading in shares, securities, debentures and other investments and proper record have been maintained of the transaction and contract and timely entries have been made there in The shares, securities, debentures and other investment have been held by the companying its own name except shares of Somani Securities Private Limited. Certificates in respect of which not yet received by the company.

15. According to the information and explanations given to us, and the representations made by the Management, the Company has not given any guarantee for loans taken by others from any bank of financial institution;

16. According to the information and explanations given to us, and the representations made by the Management, the Company has not availed term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital;

18. 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. On the basis of the records and documents examined by us, the Company has not issued any debentures nor created any securities in respect of debenture issue;

20. The company has not raised any money from public issue during the year, accordingly, the provisions of clause 4(xx) of the companies (auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

21. During course of our examination of books of accounts, carried out in accordance with generally accepted accounting practices in India and according to the information and explanation given to us, we have neither come across any incidence of fraud on or by the company, noticed or reported during the year nor have we been informed of any such case by the management.

For S. K.Rathi & Co. Chartered Accountants F. R.N.:108724W

[Surendra Kumar Rathi] Place : Mumbai Proprietor Date :31st May 2014 M.No 31071

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Mar 31, 2012

We have audited the attached Balance Sheet of Indergiri Finance Limited, as at 31st March 2012, and also the Statement of Profit and Loss and the cash flow statement 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.

We conducted our audit in accordance with generally accepted auditing standards 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 and report that:

1. As required by the Companies (Auditor's Report) Order, 2003 ('the order') (as amended) issued by the Central Government of India 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 order.

2. Further to our comments in the annexure referred to in the paragraph (1) above;

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

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of the 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 dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section211 oftheCompaniesAct, 1956.

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

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2012;

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

(i ii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

3. On the basis of the written representations of the directors, taken on record by the Board of Directors and on the basis of examination of records of the Company, we report and certify 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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 of the Auditors' Report of INDERGIRI FINANCE LIMITED, on the accounts for the year ended on 31st March, 2012.

I (a) The Company has maintained proper records to show full particulars including quantitative

details and situation of its Fixed Assets.

(b) The management has verified the assets no material discrepancy has been noticed on such verification. In our opinion frequency of verification is reasonable having regard to the size of the Company and the nature of fixed assets.

(c) During the year, Company has not disposed off substantial part of fixed assets.

II (a) The inventories of securities have been physically verified with stock statement by the

management during the year. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of the inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company has maintained proper records of inventory and no discrepancies were noticed on physical verification.

III (a) The Company has not granted any loans to companies, firms or other parties listed in the

Register maintained under section 301 of the Companies Act, 1956 and the Company has not taken loans from any party covered in the Register maintained under section 301 of the Companies Act, 1956.

IV There are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to sale of securities.

V During the year, there are no transactions that need to be entered into the register maintained in pursuance of section 301, of the Companies Act 1956.

VI The Company has not accepted any deposit since inception and during the year and accordingly the provisions of Section 5 8 A and the rules framed there under are not applicable to the Company.

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

VIII The Company does not require to have cost records.

IX (a) The Company has been regular in depositing undisputed statutory dues including Provident

Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities where ever applicable.

(b) There were no undisputed amounts payable in respect of the statutory dues which have remained outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) There were no dues in respect of Sales Tax / Income Tax/ Custom Duty / Wealth Tax/ Excise Duty / Cess that have not been deposited on account of any dispute.

X The Company has accumulated losses amounting to Rs. 20.84 lacs as at the end of the year and the company has not incurred cash losses during current year.

XI The Company has not availed any loan from financial institution and bank hands there is no question of default in repayment of dues to financial institutions and banks.

XII The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the company.

XIV The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities, and other investments and timely entries have been made therein. The shares, securities, and other investments have been held in the name of the Company except shares of Somani Securities Private Limited, certificates in respect of which not yet received by the Company.

XV The Company has not given any guarantee for loans taken by others from banks and financial institutions.

XVI The Company has not taken and availed any term loans.

XVII The Company has not raised any fund either on short term basis or long term basis hence the utilization for long term or short investment does not apply.

XVIII 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, during the year.

IX No debentures have been issued by the company and hence, the question of creating securities in respect thereof does not arise.

XX The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For A. H.Agarwal & Associates

Chartered Accountants

F. R. No. 129533W

[Anand H. Agarwal]

Place : Mumbai Proprietor

Date : 31st May 2012 M.No. 3 8906

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Mar 31, 2010

We have audited the attached Balance Sheet of Indergiri Finance Limited, as at 31st March 2010, and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards 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 and report that:

1. As required by the Manufacturing and the Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board 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 order.

2. Further to our comments in the annexure referred to in the paragraph (1) above;

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

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

c. The Balance Sheet, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

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

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010 (ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and (Hi) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date. 3. On the basis of the written representations of the directors, taken on record by the Board of Directors and on the basis of examination of records of the Company, we report and certify that none of the directors is disqualified as on 31s March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the said date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of the Auditors Report of INDERGIRI FINANCE LIMITED, on the accounts for the year ended on 31s March, 2010.

I (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets.

(b)The management has verified the assets no material discrepancy has been noticed on such verification. In our opinion frequency of verification is reasonable having regard to* the size of the Company and the nature of fixed assets.

(c) During the year, Company has not disposed off substantial part of fixed assets.

II (a) The inventories of securities have been physically verified with stock statement by the management during the year. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of the inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company has maintained proper records of inventory and no discrepancies were noticed on physical verification.

III (a) The Company has not granted any loans to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act,1956 and the Company has not taken loans from any party covered in the Register maintained under section 301 of the Companies Act, 1956.

IV There are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to sale of securities.

V During the year, there are no transactions that need to be entered into the register maintained in pursuance of section 301, of the Companies Act 1956.

VI The Company has not accepted any deposit since inception and during the year and accordingly the provisions of Section 58A and the rules framed there under are not applicable to the Company.

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

VIII The Company does not require to have cost records.

IX (a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities where ever applicable.

(b) There were no undisputed amounts payable in respect of the statutory dues which have remained outstanding as at 31s March 2010 for a period of more than six months from the date they became payable.

(c) There were no dues in respect of Sales Tax / Income Tax/ Custom Duty / Wealth Tax/ Excise Duty / Cess that have not been deposited on account of any dispute except the following:



Nature of Dues Amount (Rs.) Forum where dispute is pending

Income Tax 51,649 Income Tax Appellate Tribunal (Jaipur)



X The Company have accumulated losses amounting to Rs. 30.47 lacs as at the end of the year and the company has not incurred cash losses during current year.

XI The Company has not availed any loan from financial institution and bank hands there is no question of default in repayment of dues to financial institutions and banks.

XII The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the company.

XIV The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities, and other investments and timely entries have been made therein. The shares, securities, and other investments have been held in the name of the Company except for certain shares which are in the process of issue of share certificates and to the extent of exemption granted under Section 49 of the Companies Act, 1956.

XV The Company has not given any guarantee for loans taken by others from banks and financial institutions.

XVI The Company has not taken and availed any term loans.

XVII The Company has not raised any fund either on short term basis or long term basis hence the utilization for long term or short investment does not apply.

XVIII 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, during the year.

IX No debentures have been issued by the company and hence, the question of creating securities in respect thereof does not arise.

XX The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI To the best of our knowledge and,belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For A. H.Agarwal & Associates

Chartered Accountants

F. R. No. 129533W



Anand H.Agarwal]

Place: Mumbai Proprietor

Date ; 14th August 2010 M.No. 38906