Auditor Report of Ken Financial Services Ltd.

Mar 31, 2015

We have reviewed the compliance of conditions of Corporate Governance by Ken Financial Services Limited for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and the management, we certify that the Company has complied with the conditions of Corporate Governance in all material respect as stipulated in the above mentioned listing agreement.

We state that there are no investor grievance(s) pending for a period exceeding one month against the company as per the report given by the Registrars of the Company and placed before the Investor Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

To the Members of

Ken Financial Services Limited.

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Ken Financial Services Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

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

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act and on basis of such checks of books and records of the company as we considered appropriate and according the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

e. On the basis of the written representations received from the directors as on 31st March, 2015 and 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

(Referred to in Paragraph (1) of our Report of even date)

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such physical verification.

(ii) The stock of shares and securities is held in dematerialized form and therefore physical verification of stock is not required. Consequently, the provisions of clauses ii (a) and ii (b) of the order are not applicable to the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) of the order are not applicable to 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 nature of its business with regard to purchases of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub- section (1) of section 148 of the Companies Act 2013.

(vii) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(c) The Company was not require to transfer any amount to Investor Education and Protection Fund in accordance with the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

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

(x) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanation given to us, the Company has not obtained any term loan during the year.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Motilal & Associates

Chartered Accountants

Firm Reg. No. 106584W

(Motilal Jain)

Place: Mumbai Proprietor

Date: 30th May 2015 Membership No. 036811

---

Mar 31, 2014

We have audited the accompanying financial statements of Ken Financial Services Limited which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

c) In the case of 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. This report includes a statement on the matter specified in paragraph 4 of the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956; we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss 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 comply with the 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 written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Referred to in Paragraph (1) of our Report of even date)

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such physical verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(ii) (a) The stock of shares and securities is held in dematerialized form and therefore physical verification of stock is not required.

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

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken interest free loan from one party listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount taken was Rs. 20,522/- and the year-end balance was Rs. NIL.

(f) The loan taken is interest free. Three is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facia prejudicial to the interest of the company or not.

(g) As there is no is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

(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 nature of its business with regard to purchases of fixed assets and for the sale of services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and 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 transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year, have been made at prices/rates which are reasonable having regard to the prevailed market prices at the relevant time.

(vi) As per information & explanations given by the management, The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

(vii) As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, and therefore this clause is not applicable to the company.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

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

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

(xiii) In our opinion, the Company is not a chit fund, nidhi or mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

(xiv) The company is dealing in shares and securities and proper records have been maintained of the transactions and contracts and timely entries have been made therein also the shares and securities have been held by the company, in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Accordingly, Clause 4(xv) of the Order is not applicable.

(xvi) The company has not raised any term loans during the year. Accordingly, Clause 4(xvi) of the order is not applicable.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

(xix) The Company did not have any outstanding debentures during the year.

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

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

For Motilal & Associates

Chartered Accountants

Firm Reg. No. 106584W



Sd/-

(Motilal Jain)

Place: Mumbai Proprietor

Date: 30/05/2014 Membership No. 036811

---

Mar 31, 2012

We have audited die attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED as at 31st March, 2012, Statement of Profit and Loss and'' also Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibilities of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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.

1. As required, by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in tens of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the .Annexure referred to in paragraph (2) above, we report that:

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

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

iii) The said Balance sheet and Statement of Profit and Loss dealt by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Statement of Profit & Loss dealt with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

v) On the basis of the written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, We report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of Sub- section (I) 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, they said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 m the manner so required and give a true and hair view:

a) In the case of Balance Sheet of the state of affairs of the Company as at 31March, 2012 and;

b) In the case of Statement of Profit and Loss account of the Loss for the year ended on that date.

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

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March ,2012 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the Company is not affected

ii. (a) There in no stock in Trade, which have been required for physically verified during the year by the management, therefore above provision is not applicable.

(b) In our opinion, the procedure of physical verification of stocks was not possible as there is no stock.

iii. (a) The Company has not granted loan to any party listed in the register to be maintained under section 301 of the Companies Act, 1956. Therefore sub-clause (b), (c) and (d) to clause (iii) are not applicable to the Company .

(b) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 5,90,522:/- and the yearend balance were Rs. 5,90,522/- respectively.

(c) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(d) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

iv. In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

v. in our opinion and according to the information and explanations given to us, . the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

vi. As informed to us the company has not accepted any deposits from the public to which section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

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

viii. As informed to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

ix. According to the records of the company and the information and explanations given to us, undisputed statutory'' dues including provident fund, investor education and protections fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty cess and other material statutory dues applicable to it, have been regularly deposited with the appropriate authorities. As explained to us, no undisputed amounts payable were outstanding for more than six months at the end of the accounting year from the date they become payable.

x. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

xi. Based on our audit procedures and according to the information and explanations given to us, during the year, there are no dues from the bank or Financial Institution.

xii. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities.

Therefore, the provisions of clause 4(xii) of the companies (Auditor''s Report) Order 2003 are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies ( Auditor''s Report) Order 2003 are not applicable to the Company.

xiv. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

xv. As informed to us, the Company has not given any guarantee for any loans taken „ by other from bank or financial institutions. Therefore, the provisions of clause

(xv) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

xvi. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

xvii. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year under review.

xix. The Company has not issued any debentures during the year.

xx. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditor''s Report) Order 2003 does not arise.

xxi. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

Place: Mumbai For Martial & Associates

Dated: 03-09-2012 Chartered Accountants

FR No. 106584W

Sd/-

(Motilal Jain)

Proprietor

M. No. 036811

---

Mar 31, 2011

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibilities of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit,

We conducted our audit in accordance with 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.

1. As required, by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

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

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

iii) The said Balance sheet and Profit & Loss Account dealt by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

v) On the basis of the written representations received 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 (I) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 In the manner so required and give a true and fair view:

a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011 and:

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

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

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March, 2011 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii. (a) The stock in trade have been physically verified during the year by the management, In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) According to the Information and explanations given to us the company is maintaining proper records of inventory and discrepancies found in physical verification have been properly dealt with in the accounts.

iii. (a) The Company has not granted loan to any party listed in the register to be maintained under section 301 of the Companies Act, 1956.

Therefore sub-clause (b), (c) and (d) to clause (iii) are not applicable to the Company.

(b) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 6,90,522/- and the year end balcnce were Rs. 5,90,522/- respectively.

(c) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(d) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

v. in our opinion and according to the explanations given to us, there is an adequate internal of article system commensurate with the size of the company and the nature of its business with yard to purchases of inventory, fixed assets and sale of goods and services. During the course the audit we have not observed any continuing failure to correct major weaknesses in internal opinion and according to the information and explanations given to us, the transactions Purchase of inventory in pursuance of contracts of arrangements entered in the registeintained under Section 301 of the Act, and aggregating during the year to Rs. 5,00,000 Cornore in respect of each party have been made at the prevailing market prices at the relevant

vi. An informed to us the company has not accepted any deposits from the public to which section 58A. 5SAA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

Vii. in our opinion, the Company has an adequate internal audit system commensurate with its size arid nature of its business.

viii. As informed to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

ix. According to the records of the company and the information and explanations given to us, undisputed statutory dues including provident fund, investor education and protections fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty cess and other material statutory dues applicable to it, have been regularly deposited with the appropriate authorities. As explained to us, no undisputed amounts payable were outstanding for more than six months at the end of the accounting year from the date they become payable.

x. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

xi. Based on our audit procedures and according to the information and explanations given to us, during the year, there are no dues from the bank or Financial Institution.

xii. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditor's Report) Order 2003 are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

xiv. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

xv. As informed to us, the Company has not given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

xvi. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

xvii. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year under review.

xix. The Company has not issued any debentures during the year.

xx. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditor's Report) Order 2003 does not arise.

xxi. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

For Motilal & Associates

Chartered Accountants .

FR No.:106584W

Sd/- Motilal Jain

Place: Mumbai Proprietor

Dated: 31-05-2011 M.,No.036811

---

Mar 31, 2010

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED Mumbai as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company 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.

1. 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.

2. 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, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

3. Further, to our comments, in Annexure referred to in paragraph 2 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

(iii)The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with 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 Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

(v) On the basis of the written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, We report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of Sub-section (I) of Section 274 of the Companies Act, 1956;

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March ,2010 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) None of the fixed assets have been revalued during the year.

2. (a) The stock in Trade have been physically verified during the year by the management.

In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks 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 inventories and discrepancies noticed on physical verification of stock as compared to book records were not material considering the operations of the Company and have been properly dealt with in the books ot account.

3. (a) The Company has granted loans to One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The maximum amount given Rs. 4,37,000/- and the year end balance was Rs. Nil.

(b) The loan granted is interest free and there is no stipulation as to other terms and conditions, therefore we are unable to comment under this clause.

(c) As the term of repayment of such loans has not been stipulated, we are unable to comment upon regularity of payment of principal amount.

(d) As the term of repayment of such loans has not been stipulated, we are unable to comment upon overdue amount.

(e) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 7,15,522/- and the year end balance were Rs. 6,90,522/- respectively.

(f) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(g) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

4. In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and rules framed there under are not applicable.

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

8. In the present case, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

9. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, custom duty, excise duty, cess, service tax and other material statutory dues applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amount is outstanding for more than six months at the end of the accounting year.

10. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

11. There are no dues from the bank or financial institutions.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Order 2003 are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

15. As informed to us, the Company has not given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

16. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

17. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares during the year under review.

19. The Company has not issued any debentures during the year.

20. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditors Report) Order 2003 does not arise.

21. On the basis of our examinations and 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 the audit.

Place : Mumbai For V. P. Agrawal & Co.

Dated : 31-05-2010 Chartered Accountants



Sd/- (Vimal Agrawal)

Partner

M. No.: 402808

---

Mar 31, 2009

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED Mumbai as at 31st March, 2009 and also the Profit & Loss Account and the Cash Flow Statement of the Company 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.

1. 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.

2. 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, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

3. Further, to our comments, in Annexure referred to in paragraph 2 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with 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 Company Act, 1956; Excepts AS 15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

(v) On the basis of the written representations received from the directors, as on 31st 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 (I) of Section 274 of the Companies Act, 1956;

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

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

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

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March ,2009 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) None of the fixed assets have been revalued during the year.

2. (a) The stock in Trade have been physically verified during the year by the management.

In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks 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 inventories and discrepancies noticed on physical verification of stock as compared to book records were not material considering the operations of the Company and have been properly dealt with in the books of account.

3. (a) The Company has granted loans to One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The maximum amount given and the year end balance was Rs. 4,37,000/-.

(b) The loan granted is interest free and there is no stipulation as to other terms and conditions, therefore we are unable to comment under this clause.

(c) As the term of repayment of such loans has not been stipulated, we are unable to comment upon regularity of payment of principal amount.

(d) As the term of repayment of such loans has not been stipulated, we are unable to comment upon overdue amount.

(e) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 9,65,522/- and the year end balance were Rs. 7,15,522/- respectively!

(f) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(g) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

4. In our opinion and according to the explanations given to us, there is an adeouate internal control system commensurate with the size of the company and the nature of its Dusiness with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and rules framed there under are not applicable.

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

8. In the present case, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

9. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, custom duty, excise duty, cess, service tax and other, material statutory dues applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amount is outstanding for more than six months at the end of the accounting year.

10. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

11. There are no dues from the bank or financial institutions.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Order 2003 are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. The Company is maintaining timely proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

15. As informed to us, the Company has nui given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

16. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

17. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares during the year under review.

19. The Company has not issued any debentures during the year.

20. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditors Report) Order 2003 does not arise.

21. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

Place : Mumbai For V. P. Agrawal & Co.

Dated : 30-06-2009 Chartered Accountants

Sd/-

(Vimal Agrawal)

Partner

Membership No. 402808