Auditor Report of Interface Financial Services Ltd.

Mar 31, 2014

REPORT ON THE FINANCIAL STATEMENTS

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 March 31, 2014;

(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 of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to the Auditors'' Report referred in Paragraph-3 of our report of Even date

As required by the Companies ( Auditors'' Report ) Order, 2003 issued by the central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we further report that:

1. The company does not have any Fixed Assets. Hence, clause (i) (a), (b) & (c) are not applicable to the company.

2. (a) The stock of shares and securities has been physically verified by the management during the current year and also at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of record s of shares and securities, we are of the opinion that the company is maintaining proper record of the stock of shares and securities. As informed to us. The discrepancies noticed on verification between physical stock and book stocks were not materiel and the same have been property dealt with in the books of account.

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

(b) The company has not taken unsecured interest free loans from companies firms and other parties covered in the register maintained under section 301 of the companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of shares and securities and fixed assets and sale of shares and securities. During the course of our audit, no major weaknesses have been observed in internal controls.

5 As per information & according to explanation given to us, the company has not entered into any transaction that need to be entered into the register maintained under section 301 of the Act.

6 The Company has not accepted any deposits from the public, therefore the directives issued by Reserve bank of India, the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not Applicable.

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

8 According to information and explanations given to us, the central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

9 (a) According to the company, during the year, the company has been generally regular in depositing undisputed statutory dues including Investor Education and Protection fund, Income tax, Sales tax, Wealth tax, service tax, cess and any other dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed Amounts payable by the company in respect of Provident Fund, Investor Education and protection fund, Employees'' state Insurance, Income tax, Sales tax, Wealth tax, service tax, cess or any other applicable to it were Outstanding as on 31st March 2014 for a period of more than six months From the date they became payable.

(c) According to the information and explanations given to us there no dues in respect of income tax. Sales tax, wealth tax, service tax, or cess that have not been deposited with appropriate authority on account of dispute.

10 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 of Rs. 194073/- during the financial year under audit and during the immediately preceding financial year.

11 During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank

12 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 securities.

13 The company is not a chit fund, Nidhi or Mutual Benefit fund / society. Accordingly clause 4(xiii) of the order is not applicable.

14 In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing or trading in shares, debentures and other securities and timely entries have been made therein. All the investments referred to in Schedule-7, are either held in the name of the company or are in process of transfer in the name of the company.

15 As informed to us, the company has not given any guarantee for any loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable.

16 The company has not obtained any term loan during the year. Accordingly clause 4 (xvi) of the order is not applicable.

17 According to information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we are of the opinion that no funds raised on short-term basis have Prima facie been used during the year for long-term investments and vice-versa.

18 The company has not made any preferential allotment to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of the order is not applicable.

19 There are no debentures issued or outstanding during the year. Accordingly clause 4(xix) of the order is not applicable.

20 During the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

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

For, Y. D. & Co CHARTERED ACCOUNTANTS FRN:018846N PLACE: LUDHIANA DATE: 24.05.2014 CA RAKESH PURI PARTNER M. No.: 092728

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial which comprise the Interface Financial Services Limited Balance sheet as at MARCH 31,2013 the statement of then ended and a summary of signification accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of theses financial statements that give a true and fair view of the financial positions financial per formation and cash flows of the company in accounting with the according principal generally accepted in India including Accounting standards referred to in sub-section 211 of the preparation and presentation responsibility including that give a true and fair view and are free material misstatements 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 from required and plan perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements the procedures selected depend on the auditors judgment including the assessment of the risks of material misstatements of thru to the companies preparation and fair presentation of the financial statesmen in order to design audit procedures that are appropriate in the circumstances An audit also including evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well 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 our information and according to the explanation given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principal. generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2033;

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 (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 Statement of 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 l- 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;

f) Since the central Government has issues 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 in such cess is to be past no cess is due and payable by the company.

(Referred to in paragraph of the Auditors'' Report of even date to the members of Atom Technologies Limited on the accounts for two period ended 3Isn March, 2013.}

1) (a) The Company has maintained proper records to show t:ie lull particulars of agents including -quantitative details and situation of fixed assets However in our opinion such records are incomplete and the fixed assets register is under compilation.

(ij) The fixed assets have been physically verification by the management and no material discrepancies were noticed on such verification.

(c) In Our opinion, and according to the information and explanations given to us a substantial part Of fixed asset during the year and going concern status of the company is not affected.

2) (a) The stock of share and securities have been physically verification during the year by the management in our opinion the frequency of verifications reasonable.

(b] In our opinion the procedure physical verification of Inventory followed by the management is a equate in relation to the size of the company to the nature of business.

(c) On the basis of our examination of records of shares and securities we are of the opinion that the Company in maintaining the proper record; of inventory No discrepancies noticed on Verification between the physical stocks and book were not material and the same have been property dealt with in the books of account.

3) (a) The Company has not granted loan to Companies, Films or other parties care red in the register marital under section 301 to the Compares Act 1956.

(b) The Company has not taken loan from companies firm or other parties towered the register maintained under section 301 of the Composes Act. 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal; control priced Lifts commensurate with the size of the Company and nature of its business. There is no major weakness have been observed in internal controls.

5) As per information & according to explanation given to us the company has not entered in to transition that need to be enter in the register maintained under section 301 of the Act,

6) The company has not accepted any deposits from the public therefore the directors issued by Reserve bank of India the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not APPLICABLE.

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

8) According to the information and explanations given to us the central Government has not prescribed maintenance of cost records under section 209/(1) (d) of the companies ACT,1956 for any of the activities of the company.

9 (a) According to the company during the year the company has been generally regular in depositing undisputed statutory dues including investor Education and protection fund income tax sales tax wealth tas service tax cess and any other dues applicable to it with the appropriate authorities

(b) According to the information and explanations given to us and according to the books and records examined by us in our opinion the company wherever applicable is generally regular in depositing the undisputed insurance income tax sale tax wealth tax service tax cess or any date they become payable.

c) According to the information and explanation given to us following matters have been decided in favor of the company although on account of dispute.

10) 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 airing the financial year under audit and during the immediately preceding financial year.

11. During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank.

12. According to the information and explanations given by the management the company has not indulged in dealing or trading in shares securities.

13. The company is not a chit fund Nidhi or Mutual Benefit fund/society Accordingly clause 4 (xiii) of the order is not applicable.

14. In our opinion the company has maintained proper records of the transactions and contracts relating to dealing or trading in share debentures and other securities and timely entries have been made therein All the investments referred to in schedule are either held in the name of the company or are in process of transfer in the name of the company.

15.As information to us, the company has not given any guarantee for any loans taken by others from bank or financial institution Accounted clause 4(xv) of the order is not applicable.

16. The company has not obtained any term loan during the year Accordingly clause 4 (xvi) of the order is not applicable.

17. According to the information and explanations given to us and on an overall examination of Balance sheet of the company we report that the no funds raised on short term basis have prima facie been used during the year during the year for long-term investments and vice-verse.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained funds section 301 of the companies ACt,1956 acceding clause 4 (xiii) of the order is not applicable.

19. There are no debentures issued and outstanding during the year According clause 4 (xix) of the order is not applicable.

20. During the year the company has not raised money by public issue Accordingly clause 4 (xx) of the order is not applicable.

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



PLACE: LUDHIANA For, Y.D.& Co

Date : 30.08.2013 CHARTERED ACCOUNTANTS

FRN: 018846N



CA RAKESH PURI

PARTNER

M.NO.: 092728

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Mar 31, 2012

(1) We have audited the attached Balance Sheet of INTERFACE FINANCIAL SERVICES LIMITED as on 31st March 2012, the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date, all of which have been signed by us under reference to this report. 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 have conducted our audit in accordance with auditing and assurance 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 test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

1. 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.

2. 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 books.

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

4. In our opinion, the Balance Sheet, Profit & 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 to the extent application.

5. On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 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.

6. In our opinion and to the best of our information and according to the Explanations given to us the said accounts, Subject to non provision of doubtful loans and advances of Rs. 840.79 lacs due to which profit for the year and the reserves have been overstated to extent of Rs. 840.79 Lacs and read together with other 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012 and;

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

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

Annexure to the Auditors'' Report

As required by the Companies ( Auditors'' Report ) Order, 2003 issued by the central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we further report that:

1. (a) The company has maintained records showing particulars including quantitative details and situation of fixed assets. However, in our opinion such records are incomplete and the fixed assets register is under compilation.

(b) Fixed assets have been, physically verified by the management at the end of the year and the same, in our opinion, is reasonable. No material discrepancies were noticed on such verification.

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

2. (a) The stock of shares and securities has been physically verified by the management during the current year and also at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of record s of shares and securities, we are of the opinion that the company is maintaining proper record of the stock of shares and securities. As informed to us. The discrepancies noticed on verification between physical stock and book stocks were not materiel and the same have been property dealt with in the books of account.

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

(b) The company has not taken unsecured interest free loans from companies firms and other parties covered in the register maintained under section 301 of the companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of shares and securities and fixed assets and sale of shares and securities. During the course of our audit, no major weaknesses have been observed in internal controls.

5 As per information & according to explanation given to us, the company has not entered into any transaction that need to be entered into the register maintained under section 301 of the Act.

6 The Company has not accepted any deposits from the public, therefore the directives issued by Reserve bank of India, the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not Applicable.

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

8 According to information and explanations given to us, the central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the activities of the company.

9 (a) According to the company, during the year, the company has been generally regular in depositing undisputed statutory dues including Investor Education and Protection fund, Income tax, Sales tax, Wealth tax, service tax, cess and any other dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed Amounts payable by the company in respect of Provident Fund, Investor Education and protection fund, Employees'' state Insurance, Income tax, Sales tax, Wealth tax, service tax, cess or any other applicable to it were Outstanding as on 31st March 2012 for a period of more than six months From the date they became payable.

(c) According to the information and explanations given to us there no dues in respect of income tax. Sales tax, wealth tax, service tax, or cess that have not been deposited with appropriate authority on account of dispute.

10 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 under audit and during the immediately preceding financial year.

11 During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank

12 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 securities.

13 The company is not a chit fund, Nidhi or Mutual Benefit fund / society. Accordingly clause 4(xiii) of the order is not applicable.

14 In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing or trading in shares, debentures and other securities and timely entries have been made therein. All the investments referred to in Schedule-F, are either held in the name of the company or are in process of transfer in the name of the company.

15 As informed to us, the company has not given any guarantee for any loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable.

16 The company has not obtained any term loan during the year. Accordingly clause 4 (xvi) of the order is not applicable.

17 According to information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we are of the opinion that no funds raised on short-term basis have Prima facie been used during the year for long-term investments and vice-versa.

18 The company has not made any preferential allotment to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of the order is not applicable.

19 There are no debentures issued or outstanding during the year. Accordingly clause 4(xix) of the order is not applicable.

20 During the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

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

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN:018846N

PLACE: LUDHIANA

DATE: 01.09.2012 CA RAKESH PURI

PARTNER

M. No.: 092728

---

Mar 31, 2011

1) We have audited the attached balance sheet of Interface Financial Services Ltd as at 31st March, 2011 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audited in accordance with auditing standards generally accepted in India. Those standards required 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 evaluation the overall financial statement presentation. We believe that our audit provides a basis for our opinion.

3) As required by the companies (Auditor's Report) Order, 2003 issued by the Central Government of India in items 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.

i. We have obtained all 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 appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit & 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 to the extent application.

v. On the basis of written representations receives from the directors, as on 31st March, 2011 and 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 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, Subject to Note No. 11 on Accounts regarding non provision of doubtful loans and advances amounting to Rs.869.09 Laces due to which profit for the year and the reserves have been overstated to extent of Rs.869.09 Laces and read together with other 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 if affairs of the company as at 31st March, 2011;

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 the date.

As required by the Companies ( Auditors' Report ) Order, 2003 issued by the central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we further report that:

1. (a) The company has maintained records showing particulars including quantitative details and situation of fixed assets. However, in our opinion Such records are incomplete and the fixed assets register is under compilation.

(b) Fixed assets have been, physically verified by the management at the end of the year and the same, in our opinion, is reasonable. No material discrepancies were noticed on such verification.

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

2. (a) The stock of shares and securities has been physically verified by the management during the current year and also at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of record s of shares and securities, we are of the opinion that the company is maintaining proper record of the stock of shares and securities. As informed to us. The discrepancies noticed on verification between physical stock and book stock were not materiel and the same have been property dealt with in the books of account.

3. (a) The company has granted unsecured interest free loans in previous years to the companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Which are outstanding.

(b) There are three such companies ( including two wholly owned subsidiaries) and the maximum amount involved & year end balance is Rs. 8.69,09,000/- The details of the same are given in note no. 11 of notes on accounts.

(c) In our opinion, the other terms and conditions of the loans given arc prima-facie prejudicial to the interest of the company to the extent of non-charging of interest on such loans As explained to us, these companies are cither group companies or wholly owned subsidiaries of this company and there is no stipulation for interest payment or repayment of principal. Therefore, we cannot often any comment on regularity of payments or overdue amounts, if any.

(d) The company has not taken unsecured interest free loans from companies firms and other parties covered in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanations given to us. there arc adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of shares and securities and fixed assets and sale of shares and securities. During the course of our audit, no major weaknesses have been observed in internal controls.

5. As per Information & according to explanation given to us, the company has not cantered into any transaction that need to be entered into the register maintained under section 301 of the Act.

6. The Company has not accepted any deposits from the public, therefore the directives issued by Reserve bank of India, the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not Applicable.

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

8. According to information and explanations given to us, the central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the activities of the company.

9. (a) According to the company, during the year, the company has been generally regular in depositing undisputed statutory dues including Investor Education and Protection fund, Income tax, Sales tax, Wealth tax, service tax, cases and any other dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed Amounts payable by the company in respect of Provident Fund, Investor Education and protection fund, Employees' state Insurance, Income tax, Sales tax, Wealth tax, service tax, cases or any other applicable to it were Outstanding as on 3T1 March 2011 for a period of more than six months From the date they became payable.

(c) According to the information and explanations given to us there no dues in respect of income tax. Sales tax, wealth tax, service tax, or cases that have not been deposited with appropriate authority on account of dispute.

10. The accumulated losses of the company at the end of the financial year arc not Less than fifty percent of its net worth. The company has incurred cash Losses during the financial year under audit and during the immediately preceding financial year.

11. During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank

12. 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 securities.

13. The company is not a chit fund, Niche or Mutual Benefit fund / society. Accordingly clause 4(xiii) of the order is not applicable.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing or trading in shares, debentures and other securities and timely entries have been made therein. All the investments referred to in Schedule-F, are either held in the name of the company or arc in process of transfer in the name of the company.

15. As informed to us. the company has not given any guarantee for any loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable.

16. The company has not obtained any term loan during the year. Accordingly clause 4 (xvi) of the order is not applicable.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we are of the opinion that no funds raised on short-term basis have Prima facie been used during the year for long- term investments and vice-versa.

18. The company has not made any preferential allotment to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of the order is not applicable.

19. There are no debentures issued or outstanding during the year. Accordingly clause 4(xix) of the order is not applicable.

20. During the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

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

FOR, ARVIND A THAKKAR & CO.

Chartered Accountant

Place : Ahmadabad

Date : 02.09.2011

(Arvind Thakkar)

Proprietor

M. No. 014334

---

Mar 31, 2010

1) We have audited the attached balance sheet of Interface Financial Services Ltd 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audited in accordance with auditing standards generally accepted in India. Those standards required 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 evaluation the overall financial statement presentation. We believe that our audit provides a basis for our opinion.

3) As required by the companies ( Auditor's Report ) Order, 2003 issued by the Central Government of India in items 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.

i. We have obtained all 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 appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit & 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 to the extent application.

v. On the basis of written representations receives 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 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. Subject to Note No.l 1 on Accounts regarding non provision of doubtful loans and advances amounting to Rs.865.25 Lacs due to which profit for the year and the reserves have been overstated to extent of Rs. 865.25 Lacs and read together with other 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 if affairs of the company as at 31st March, 2010;

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 the date.

Annexure to the Auditors' Report referred in Paragraph-3 of our report of Even date

As required by the Companies ( Auditors Report ) Order, 2003 issued by the central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we further report that:

1. (a) The company has maintained records showing particulars including quantitative details and situation of fixed assets. However, in our opinion Such records are incomplete and the fixed assets register is under compilation.

(b) Fixed assets have been, physically verified by the management at the end of the year and the same, in our opinion, is reasonable. No material discrepancies were noticed on such verification.

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

2. (a) The stock of shares and securities has been physically verified by the management during the current year and also at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of record s of shares and securities, we are of the opinion that the company is maintaining proper record of the stock of shares and securities. As informed to us. The discrepancies noticed on verification between physical stock and book stock were not materiel and the same have been property dealt with in the books of account.

3. (a) The company has granted unsecured interest free loans to the companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) There are three such companies ( including two wholly owned subsidiaries) and the maximum amount involved during the year is Rs. 8,65,25,000/- and the total year end balance is Rs. 8,65,25,000/- The details of the same are given in note no. 12(a) of notes on accounts.

(c) In our opinion, the other terms and conditions of the loans given are prima-facie prejudicial to the interest of the company to the extent of non-charging of interest on such loans As explained to us, these companies are either group companies or wholly owned subsidiaries of this company and there is no stipulation for interest payment or repayment of principal. Therefore, we cannot often any comment on regularity of payments or overdue amounts, if any.

(d) The company has not taken unsecured interest free loans from companies firms and other parties covered in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of shares and securities and fixed assets and sale of shares and securities. During the course of our audit, no major weaknesses have been observed in internal controls.

5. As per information & according to explanation given to us. the company has not entered into any transaction that need to be entered into the register maintained under section 301 of the Act.

6. The Company has not accepted any deposits from the public, therefore the directives issued by Reserve bank of India, the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not Applicable.

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

8. According to information and explanations given to us, the central Government has not prescribed maintenance of cost records under section 209( 1) (d) of the Companies Act, 1956 for any of the activities of the company.

9. (a) According to the company, during the year, the company has been generally regular in depositing undisputed statutory dues including Investor Education and Protection fund. Income tax, Sales tax. Wealth tax, service tax, cess and any other dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed Amounts payable by the company in respect of Provident Fund, Investor Education and protection fund. Employees' state Insurance, Income tax. Sales tax. Wealth tax, service tax, cess or any other applicable to it were Outstanding as on 31st March 2010 for a period of more than six months From the date they became payable.

(c) According to the information and explanations given to us there no dues in respect of income tax. Sales tax, wealth tax, service tax, or cess that have not been deposited with appropriate authority on account of dispute.

10. 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 neither incurred cash Losses during the financial year under audit nor during the immediately preceding financial year.

11. During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank

12. 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 securities.

13. The company is not a chit fund, Nidhi or Mutual Benefit fund / society. Accordingly clause 4(xiii) of the order is not applicable.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing or trading in shares, debentures and other securities and timely entries have been made therein. All the investments referred to in Schedule-F, are either held in the name of the company or are in process of transfer in the name of the company.

15. As informed to us. the company has not given any guarantee for any loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable.

16. The company has not obtained any term loan during the year. Accordingly clause 4 (xvi) of the order is not applicable.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we are of the opinion that no funds raised on short-term basis have Prima facie been used during the year for long- term investments and vice-versa.

18. The company has not made any preferential allotment to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1/56. Accordingly clause 4(xviii) of the order is not applicable.

19. There are no debentures issued or outstanding during the year. Accordingly clause 4(xix) of the order is not applicable.

20. During the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

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

For Arvind A. Thakkar & Co.

Chartered Accountant

Place :Ahmedabad

Date : 03/09/2010

(Arvind Thakkar)

Proprietor

M. No. 014334

---

Mar 31, 2009

We have audited the attached balance sheet of Interface Financial Services Ltd as at 31st March, 2009 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 audited in accordance with auditing standards generally accepted in India. Those standards required 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 evaluation the overall financial statement presentation. We believe that our audit provides a basis for our opinion.

As required by the companies ( Auditors Report ) Order, 2003 issued by the Central Government of India in items 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.

Further to our comments in the Annexure referred to above, we report that.

i. We have obtained all 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 appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit & 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 to the extent application.

v. On the basis of written representations receives from the directors, as on 31 st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 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, Subject to Note No.12 (b) on Accounts regarding non provision. of doubtful loans and advances amounting to Rs.865.25 Lacs due to which profit for the year and the reserves have been overstated to extent of Rs. 865.25 Lacs and read together with other 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 if affairs of the company as at 31st March, 2009;

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 the date.

INTERFACE FINANCIAL SERVICES LIMITED

Annexure to the Auditors Report referred in Paragraph-3 of our report of Even date

As required by the Companies ( Auditors Report ) Order, 2003 issued by the central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we further report that:

1. (a) The company has maintained records showing particulars including quantitative details and situation of fixed assets. However, in our opinion Such records are incomplete and the fixed assets register is under compilation.

(b) Fixed assets have been, physically verified by the management at the end of the year and the same, in our opinion, is reasonable. No material discrepancies were noticed on such verification.

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

2. (a) The stock of shares and securities has been physically verified by the management during the current year and also at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of record s of shares and securities, we are of the opinion that the company is maintaining proper record of the stock of shares and securities. As informed to us. The discrepancies noticed on verification between physical stock and book stock were not materiel and the same have been property dealt with in the books of account.

(d)The company has not taken unsecured interest free loans from companies firms and other parties covered in the register maintained under section 301 of the companies Act, 1956.

3 (a) The company has granted unsecured interest free loans to the companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) There are three such companies ( including two wholly owned subsidiaries) and the maximum amount involved during the year is Rs. 8,65,25,000/- and the total year end balance is Rs. 8,65,25,000/- The details of the same are given in note no. 12(a) of notes on accounts.

(c) In our opinion, the other terms and conditions of the loans given are prima- facie prejudicial to the interest of the company to the extent of non-charging of interest on such loans As explained to us, these companies are either group companies or wholly owned subsidiaries of this company and there is no stipulation for interest payment or repayment of principal. Therefore, we cannot often any comment on regularity of payments or overdue amounts, if any.

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 purchase of shares and securities and fixed assets and sale of shares and securities. During the course of our audit, no major weaknesses have been observed in internal controls.

5 In our opinion and according to information and explanation given to us, in case Of transaction exceeding the value of five lacs rupees in the financial year in respect of any party (a) the transactions that need to be entered into a register In pursuance of section 301 of the Act have been so entered and (b) each of these Transactions have been made at prices which are reasonable having regard to the Prices available with company and the prevailing market prices at the relevant time, wherever such comparison is possible.

6 The Company has not accepted any deposits from the public, therefore the directives issued by Reserve bank of India, the provisions of section 58 A and 58 AA of the companies Act, 1956 and the rules framed there under are not Applicable.

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

8 According to information and explanations given to us, the central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the activities of the company.

9 (a) According to the company, during the year, the company has been generally regular in depositing undisputed statutory dues including Investor Education and Protection fund, Income tax, Sales tax, Wealth tax, service tax, cess and any other dues applicable to it with the appropriate authorities.

(b)" According to the information and explanations given to us, no undisputed Amounts payable by the company in respect of Provident Fund, Investor Education and protection fund, Employees state Insurance, Income tax, Sales tax, Wealth tax, service tax, cess or any other applicable to it were Outstanding as on 31st March 2009 for a period of more than six months From the date they became payable.

(c) According to the information and explanations given to us there no dues in respect of income tax. Sales tax, wealth tax, service tax, or cess that have not been deposited with appropriate authority on account of dispute.

10 The accumulated losses of the company at the end of the financial yea* are not Less than fifty percent of its net worth. The company has neither incurred cash Losses during the financial year under audit nor during the immediately preceding financial year.

11 During the financial year the company did not have any outstanding debentures or any outstanding loans from financial institution or bank

12 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 securities.

13 The company is not a chit fund, Nidhi or Mutual Benefit fund / society. Accordingly clause 4(xiii) of the order is not applicable.

14 In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing or trading in shares, debentures and other securities and timely entries have been made therein. All the investments referred to in Schedule-F, are either held in the name of the company or are in process of transfer in the name of the company.

15 As informed to us, the company has not given any guarantee for any loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable.

16 The company has not obtained any term loan during the year. Accordingly clause 4 (xvi) of the order is not applicable.

17 According to information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we are of the opinion that no funds raised on short-term basis have Prima facie been used during the year for long-term investments and vice-versa.

18 The company has not made any preferential allotment to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of the order is not applicable.

19 There are no debentures issued or outstanding during the year. Accordingly clause 4(xix) of the order is not applicable.

20 During the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

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

For Naimish K. Shah & Co. Chartered Accountant Place : Ahmedabad

Date : 30/06/2009 SD/-

(Naimish K. Shah)

Proprietor

M. No. 31147