Auditor Report of Jhaveri Credits & Capital Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Jhaveri Credits & Capital Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act is not attached since the Company has no branch (s).

d) 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.

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i) The Company does not have any pending litigations which would impact its financial position.

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

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

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Jhaveri Credits & Capital Limited for the year ended March 31,2015, we report that:

I. In respect of its Fixed Assets:

(a) The Company is in process of updating the records maintained by it, showing full particulars, including quantitative details and situation of fixed assets.

(b) It is informed us that the Company has undertaken the physical verification during the year, However, the formal documentation for the same are not available for our verification. Thus, we are unable to comment for the same.

II. In respect of its Inventories:

(a) Since the Company hold inventory of shares in demat form, the question of commenting on physical verification of inventory does not arise.

(b) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

III. As informed to us, the Company has not granted loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 189 of the Companies Act 2013.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and for the sale of services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

V. Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion, the Company has not accepted any loans or deposits, which are ' deposits' so far upto 31st March , 2015.

VI. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

VII.

(a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income -Tax, Sales -Tax, Service tax, value added tax, cess and any other statutory dues with the appropriate authorities and no statutory dues were outstanding, as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or duty of customs or duty of excise or value added tax or cess, which have not been deposited on account of any dispute.

(c) The Company is not Amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules thereunder has been transferred to such fund within the time. Hence, comments under the clause are not called for.

VIII. The Company does not have any accumulated losses at the end of the financial year less than fifty per cent of its net worth and has not incurred cash losses in such financial year and in the immediately preceding financial year.

IX. Based on our audit procedures observed and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

X. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

XI. According to the records of the Company, the Company has not obtained any term loans. Hence, comments under the clause are not called for.

XII. Based on the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Place: Vadodara Mukund Bakshi Date : 30-05-2015 Partner M. No. 041392

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Mar 31, 2014

We have audited the accompanying financial statements of Jhaveri Credits & Capital 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 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") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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.

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 disclosure in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and 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.

* in the case of the Balance Sheet, of the State of affairs of the Company as at March 31, 2014;and

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

* In the case of 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, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as considered appropriate and according the information and explanations given to us, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

* 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;

* In our opinion proper books of account as required by law have been kept by the Company as far as appears from our examination of those books and proper returns have been received from all the branches not visited by us;

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 and with the returns received from branches not visited by us;

* In our opinion, the Balance Sheet, the Statements of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

* On the basis of written representations received from the directors of the Company 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 of the Companies Act, 1956;

Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of Jhaveri Credits & Capital Limited (''the Company'') for the year ended March 31,2014, we report that:

I. In respect of its Fixed Assets:

(a) The Company is in process of updating the records maintained by it, showing full particulars, including quantitative details and situation of fixed assets.

(b) In absence of Fixed Asset Register, it is not possible for us to comment on regular programme of physical verification of its fixed assets and its periodicity and discrepancies, if any.

(c) The Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern.

II. In respect of its Inventories:

(a) Since the Company hold inventory of shares in demate form, the question of commenting on physical verification of inventory does not arise.

(b) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

III. (a) The company had granted loan to six parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amount involved during the year was Rs. 226.94 lacs and year end balance of the same is Rs. 9.99 lacs.

(b) The company had not taken loan any loan from parties covered in the Register maintained under section 301 of the companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

IV. 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 inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

V. According to the information and explanations given to us,

(a) We are of the opinion that transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

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

VI. Based on our scrutiny of the Company''s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any loans or deposit which are ''deposits'' within the meaning of Rule 2(b) of the Companies (Acceptance of Deposit''s) Rules,1975.

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

VIII. The Company belongs to Service Sector industry therefore clause 4 (VIII) is not applicable.

IX. According to the information and explanation given to us in respect of statutory dues:

(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth-tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax and sales tax were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, wealth tax, customs duty, excise duty and cess and any other statutory dues, which have not been deposited on account of any dispute.

X. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

XII. According to information and explanations given to us and based on the documents and records produced to us, the Company has not granted any Loans and Advances on the basis of security byway of pledge of shares, debentures & other securities.

XIII. In our opinion, the Company is neither a chit fund nor a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

XIV. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

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

XVI. According to the records of the company, the Company has not obtained any term loans. Hence, comments under the clause are not called for.

XVII. 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 purposes.

XVIII. Based on our examination of records and information provided to us by management, we report that the company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

XIX. According to records of the Company, the Company has not issued any debentures.

XX. The Company has not raised money by public issues during the period covered by our audit report.

XXI. Based on the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Hemant Suthar Place : Vadodara Partner Date : 30.05.2014 M.No.107656

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in sub - section (2C) of section 2011 of the Companied Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud and 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 disclosure in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the State of affairs of the company as at March 31, 2013;and

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

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

1. As required by The Companies (Auditor''s Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as considered appropriate and according the information and explanations given to us, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by section 227(3), 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 as far as appears from our examination of those books and proper returns have been received from all the 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 and with the returns received from branches not visited by us;

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

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

The Annexure referred to in our report to the members of Jhaveri Credits & Capital Limited (''the Company'') for the year ended March 31, 2013, we report that:

I. In respect of its Fixed Assets:

(a) The Company is in process of updating the records maintained by it, showing full particulars, including quantitative details and situation of fixed assets.

(b) In absence of Fixed Asset Register, it is not possible for us to comment on regular programme of physical verification of its fixed assets and its periodicity and discrepancies, if any.

(c) The Company has not disposed off any substantial part of its fixed assets during the year so as to affect its going concern.

II. In respect of its Inventories:

(a) The inventory has 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 inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

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

III.

(a) The company had granted loan to five parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amount involved during the year was Rs. 310.79 lacs and year end balance of the same is Rs. Nil.

(b) The company had not taken loan any loan from parties covered in the Register maintained under section 301 of the companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

IV. 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 inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system.

V. According to the information and explanations given to us,

(a) We are of the opinion that transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

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

VI. Based on our scrutiny of the Company''s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any loans or deposit which are ''deposits'' within the meaning of Rule 2(b) of the Companies (Acceptance of Deposit''s) Rules,1975.

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

VIII. The Company belongs to Service Sector industry therefore clause 4(VIII) is not applicable.

IX. According to the information and explanation given to us in respect of statutory dues:

(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, investor education protection fund, employees'' state insurance, income -tax, sales -tax, wealth-tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income - tax, wealth-tax and sales tax were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) The Company has following dues which are outstanding on account of the dispute:

Nature of Amount Authority where the Liability Outstanding (Rs.) matter is pending

1 Income Tax 2,95,960/- Hon''ble CIT (A) - Baroda

X. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

XII. According to information and explanations given to us and based on the documents and records produced to us, the Company has not granted any Loans and Advances on the basis of security by way of pledge of shares, debentures & other securities.

XIII. In our opinion, the Company is neither a chit fund nor a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

XIV. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

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

XVI. According to the records of the company, the Company has not obtained any term loans. Hence, comments under the clause are not called for.

XVII. 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 purposes.

XVIII. Based on our examination of records and information provided to us by management, we report that the company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

XIX. According to records of the Company, the Company has not issued any debentures.

XX. The Company has not raised money by public issues during the period covered by our audit report.

XXI. Based on the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Mukund & Rohit

Chartered Accountants

Registration No. 113375W



MUKUND BAKSHI

Place : Vadodara Partner

Date : May 30, 2013 M. No. 041392

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Mar 31, 2011

1 We have audited the attached Balance Sheet of JHAVERI CREDITS & CAPITAL LIMITED as at March 31, 2011, the Profit & 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 audit in accordance with auditing standards generally accepted In India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order') issued by the Central Government in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose herein the annexure on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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 It appears from our examination of those books.

(c) The Balance Sheet, the Profit & Loss Account and the Cash Row Statement dealt with by this report are in agreement with the books of accounts,

(d) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of, Directors, none of the Directors are disqualified as on March 31, 2011/from being appointed as a director in terms of clause (g) of sub-section (1} of section 274 of the Companies Act, 1956;

(e} In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss account and Cash Flow Statement read together with the 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 on March 31, 2011;

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

(iii) in case of Cash Flow Statement, of the cash flows for the year ended on that date. Section 301 of the Companies Act, 1956 have been entered in the register required Co be maintained under that section,

(b) In our opinion and according to the information and explanations given to us, the prices at which the transactions have been made are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public in terms of provisions of Section 58A and 58AA or any other relevant provisions of the companies Act, 1956.

(vii) In our opinion, the Company has adequate internal audit systems commensurate with the size and nature of business of the Company.

(viii) The company belongs to the service sector Industry therefore clause 4{viii) is not applicable.

(ix) According to the information and explanation given to us in respect of Statutory dues:

(a) The Company is been regular in depositing undisputed dues, Including Income Tax, Service Tax, Professional Tax, Provident Fund and other material statutory dues applicable to it with appropriate authorities.

(b) There are no undisputed statutory dues outstanding as at March 31, 2011 for a period for more than six months from the date they became payable.

(c) We have been informed that there is no statutory due out standing which is disputed.

(x) The Company does not have accumulated losses at March 31, 2011 and it has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) Based on our audit procedure and information and explanation given to us, we are of the opinion that the company had not defaulted In repayment of dues to financial institution, bank of debenture holders.

(xiii) The Provisions of any special statue applicable to chit fund or a nidhi/mutual benefit fun/societies are not applicable to the company.

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loan from any bank or financial institution.

(xvii) 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 purposes and vice versa.

(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 Act during the year,

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issue during the year,

(xxi) According to the Information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Mukund & Rohit Chartered Accountants

Firm Registration No. 113375W

Place: Vadodara Mukund Bakshi

Date: 02.09.2011 Partner

M. No. 41392

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Mar 31, 2010

1 We have audited the attached Balance Sheet of JHAVERI CREDITS & CAPITAL LIMITED as at March 31, 2010, the Profit & 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.

2 We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose herein the annexure on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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 it appears from our examination of those books.

(c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

(d) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(e) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss account and Cash Flow Statement read together with the 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 on March 31, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT (Annexure referred to in Paragraph 3 of even date)

(i) In respect of its fixed assets:

(a) The company is in process of updating the records maintained by it, showing full particulars, including quantitative details and situation of fixed assets.

(b) In absence of Fixed Asset Register, it is not possible for us to comment on regular programme of physical verification of its fixed assets and its periodicity and discrepancies, if any.

(c) No Fixed assets disposed of during the year and, therefore, do not affect the going concern assumption.

(ii) The company belong to service sector industry therefore Clause 4(ii) is not applicable to the Company.

(iii) (a) The Company has given inter-corporate deposit companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.200 lakhs.

(b) The Company had not taken any loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(iv) 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,

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the prices at which the transactions have been made are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public in terms of provisions of Section 58A and 58AA or any other relevant provisions of the companies Act, 1956.

(vii) In our opinion, the Company has adequate internal audit systems commensurate with the size and nature of business of the Company.

viii) The company belongs to the service sector industry therefore clause 4(viii) is not applicable.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) The Company is regular been regular in depositing undisputed dues, including Income Tax and Service Tax and other material statutory dues applicable to it with appropriate authorities.

(b) There are no undisputed statutory dues outstanding as at March 31,2010 for a period for more than six months from the date they became payable.

(c) We have been informed that there is no statutory due outstanding which is disputed.

(x) The Company has not accumulated losses at March 31, 2010 and it has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) Since Company does not have any loan from financial institutions, banks or debenture holders, the question of default for the repayment does not arise.

(xii) The company has not granted any loans/advances on basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Provisions of any special statue applicable to chit fund or a nidhi/mutual benefit fun/societies are not applicable to the company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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

(xvi) The Company has not taken any term loan from any bank or financial institution.

(xvii) 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 purposes and vice versa.

(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 Act during the year.

(xix) The Company has not issued any debentures.

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

(xxi) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For MUKUND & ROHIT

Chartered Accountants

Firm Registration No.-113375W

MUKUND BAKSHI

Place: Vadodara Partner

Date : 02/09/2010 Membership No. 41392

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Mar 31, 2009

1 We have audited the attached Balance Sheet of JHAVERI CREDITS & CAPITAL LIMITED as at 31st March, 2009, the Profit & 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.

2 We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, (together the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

(c) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

(d) On the basis of written representations received from the directors, as on 31st March 2009, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 st 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;

(e) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the CompaniesAct, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, Profit and Loss account and Cash Flow Statement read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st 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 case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure Referred to in Paragraph 3 of the Auditors Report of even date to the members of Jhaveri Credits & Capital Limited on the Financial Statements for the year ended 31st March, 2009

1. (i) The company is in process of updating the records maintained by it, showing full particulars, including quantitative details and situation of fixed assets.

(ii) In absence of Fixed Asset Register, it is not possible for us to comment on regular programme of physical verification of its fixed assets and its periodicity and discrepancies, if any.

(in) Fixed assets disposed of during the year were not substantial and, therefore, do not affect the going concern assumption.

2. Clause 4(ii) is not applicable to the Company.

3. In the absence of terms of loans granted or taken to and from the companies, listed in the register maintained U/S 301 of the Companies Act, 1956 and companies under the same management as defined under sub-section(1 B)of Section 370 of the Companies Act, 1956, we are unable to comment whether the terms are prima facie prejudicial to the interest of the Company or not.

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.

5. (a) in our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the prices at which the transactions have been made are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from the public within the meaning of Section 58Aand 58AAof the Act and the Rules framed thereunder.

7. In our opinion, internal control systems are commensurate with the size and nature of business of the Company.

8. We are informed that the maintenance of cost records have not been prescribed for the company by the Central Government u/s 209( 1 )(d) of the Companies Act, 1956.

9. (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, ESiC, Income Tax, Sales Tax, Service Tax and other statutory dues with appropriate authorities. There are no undisputed statutory dues outstanding as at 31.03.2009 for a period for more than six months from the date they became payable.

(b) We are informed that there is no statutory due outstanding which is disputed.

10. The Company has no accumulated losses as at 31.03.2009 and it has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. According to records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any bank or financial institutions ordebenture holders during the year.

12. The company has not granted any loans/advances on basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund or a nidhi / mutual benefit fund / societies are not applicable to the Company.

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

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. No Term Loan has been raised by the Company.

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 purposes and vice versa.

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 Act during the year.

19. The Company has not issued any debentures.

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

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Mukund & Rohit

Chartered Accountants

Mukund Bakshi

Place: Vadodara Partner

Date : 20,th July, 2009 M. No. 41392