Auditor Report of Kiduja India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Kiduja India 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 Standalone 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 standalone 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 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 audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31stMarch, 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter:

Without qualifying, we draw your attention to:

a) Note No. 21.1(a) which indicates that the Company has accumulated losses and its net worth has been fully eroded. Also, the Company has incurred net cash losses during the current and previous years and, the Company's current liabilities exceeded its current assets as at the balance sheet date. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

However, the management is confident of reversing the losses in the coming years with the committed financial support from the Promoters. Accordingly, the financial statements have been prepared on a going concern basis.

b) Note No. 21.7 regarding likely diminution (presently not quantifiable) in respect of certain long term investments.

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

d) In our opinion, the aforesaid standalone 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 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 the aforesaid financial statements- Refer Note 21.6 to the financial statements;

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 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE KIDUJA INDIA LIMITED ON STANDALONE FINANCIAL STATEMENTS

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

1. The Company does not have any Fixed Assets. Therefore, the provisions of Clause 3(i) of the Order are not applicable to the Company.

2. a) The inventory of shares has been held in dematerialized form and verified with demat account statements at reasonable intervals during the year.

b) The procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

C) The Company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

3. During the year, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business for the sale of shares. The Company does not have any formal internal audit system. However as explained, effective internal control is being exercised departmentally. During the course of our audit, no major weakness has been noticed in the internal control system.

5. No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under have been accepted by the Company.

6. As informed, the Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act in respect of service/activities carried out by the Company.

7. a) The Company has deposited undisputed statutory dues including Provident

Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, 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 except the following:

Name of the Nature of Forum where Statute dues dispute is pending

The Income Income Income Tax Appellate Tax Act, 1961 Tax Tribunal (ITAT)

Name of the Financial Amount Statute Year (Rs)

The Income Tax Act, 1961 2010-11 35,29,420

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

8. The accumulated losses of the Company exceed the net worth at the end of the financial year. The Company has incurred the cash losses of in the financial year and in the immediately preceding financial year.

9. According to the information and explanations given to us by the management, there is no default in repayment of dues to financial institution or bank.

10. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

11. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

For LODHA & COMPANY CHARTERED ACCOUNTANTS Firm Registration No: 301051E

R.P. Baradiya Place : Mumbai PARTNER Dated : 29th June 2015 Membership No: 044101

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 principleqfgeberally accepted in India:

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

Emphasis of Matter

Without qualifying, we draw your attention to Note No.23.1(a) regarding the financial statements of the Company having been prepared on a going concern basis:

The Company has been incurring losses since last four years and its net worth has been fully eroded. The management is confident of reversing the losses in the coming years with the committed financial support from the Promoters. Accordingly, these financial statements have been prepared on a going concern basis."

Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF KIDUJA INDIA LIMITED

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

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

b) The Company has carried out physical verification of all its fixed assets during the year. In our opinion, the frequency of verification is reasonable considering the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) Substantial part of the fixed assets has been disposed off during the year.

2. a) The inventory of shares has been held in dematerialized form and verified with Demat account statements at reasonable intervals during the year.

b) The procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. a) During the year, the Company has taken interest free loans from one company covered in the register maintained under section 301 of the Act, the terms and conditions whereof, are prima facie, not prej -udicial to the interest of the Company. Maximum amount due during the year Rs.402,450,000 (including Opening Balance of Rs.394,071,000) and the year-end balance is Rs.401,850,000.

b) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the sale of shares except as stated in para no.7 below. During the course of our audit, no major weakness has been noticed in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Act.

6. No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 58A and 58AA or any other relevant provisions of the Act and Rules framed there under have been accepted by the Company.

7. The Company does not have any formal internal audit system. However as explained, effective internal control is being exercised departmentally.

8. In respect of Company''s activities, the Central Government has/tax-prescribed maintenance of cost records under Section 209 (1) (d) of the Act.

9. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year 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 are no dues of sales tax / income-tax / custom duty / wealth-tax / service tax / excise duty / cess, which have not been deposited on account of any dispute, except as under:

Name of the Nature of Dues Period to which Amount Forum where Statute the amount dispute is relates (Rs.) pending The Income Income Tax Income Tax Tax Act 1961 A Y. 2011-12 35,29,420 Department CIT (Appeal)

The Income Interest Income Tax on late Tax Act, 1961 payment of TDS A.Y. 2013-14 2,63,925 Department

10 The accumulated losses of the Company as at 31st March, 2014 exceed its net worth. The Company has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

11. The Company has not taken any loan from financial institutions or banks during the year. Therefore, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

12. During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities and timely entries have been made therein. All the shares and securities have been held in the name of the Company.

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

16 According to the information and explanations given to us, the term loans have been

applied for the purposes for which they were raised.

17. In our opinion, funds of Rs.173,358,871 as at the close of the year raised on short term basis have been applied for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered and recorded in the Register maintained under Section 301 of the Act.

19. The Company has not raised any money by way of issue of debentures.

20 The Company has not raised any money by way of public issue during the year or in the recent past.

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

For LODHA & COMPANY CHARTERED ACCOUNTANTS Firm Registration No: 301051E

R.P BARADIYA Place:Mumbai PARTNER Dated :27th June, 2014 MEMBERSHIP NO: 44101

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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 the 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 the 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 the 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 31st March, 2013;

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

Emphasis of Matter

Without qualifying, we draw your attention to Note No.23.1 (a) regarding the financial statements of the Company having been prepared on a going concern basis:

The Company has been incurring losses since last three years and its net worth has been fully eroded. The management is confident of reversing the losses in the coming years with the committed financial support from the Promoters. Accordingly, these financial statements have been prepared on a going concern basis."

Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE KIDUJA INDIA LIMITED

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

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

b) The Company has carried out physical verification of all its fixed assets during the year. In our opinion, the frequency of verification is reasonable considering the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) No Substantial part of the fixed assets has been disposed off during the year.

2. a) The inventory of shares has been held in dematerialized form and verified with Demat account statements at reasonable intervals during the year.

b) The procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. a) During the year, the Company has taken interest free loans from three companies covered in the register maintained under section 301 of the Act, terms and conditions whereof, are prima facie, not prejudicial to the interest of the Company. Maximum amount due during the year Rs.672, 974,000 (including Opening Balance of Rs.385, 597,000) and the year-end balance is Rs.394, 071,000.

b) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased and sold are of the special nature and suitable alternative source does not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of shares, fixed assets and with regard to the sale of shares except as stated in para no. 7 below. During the course of our audit, no major weakness has been noticed in the internal control system.

5. There are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

6. No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 58A and 58AA or any other relevant provisions of the Act and Rules framed there under have been accepted by the Company.

7. The Company does not have any formal internal audit system. However as explained effective internal control is being exercised departmentally.

8. In respect of Company''s activities, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Act.

a) The Company Is regular in depositing uridispuieo statutory dues including Provident Fund, Investor Education and Protection Fund. Employees'' State insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, and Cess which have not been deposited on account of any dispute.

10. The accumulated losses of the Company as at 31st March, 2013 exceed its net worth. The Company has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

11. The Company has not taken any loan from financial institutions or banks during the year.

12. During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the order are not applicable to the Company.

13. The Company is not a chit fund or a nidhi / mutual fund benefit fund / societies. Therefore, the provisions of Clause 4(xiii) of the order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities and timely entries have been made therein. All the shares and securities have been held in the name of the Company.

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

16. According to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

17. In our opinion, funds of Rs.392,344,175 as at the clcse of the year raised on short term basis have been applied for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered and recorded in the Register maintained under section 301 of the Act.

19. The Company has not raised any money by way of issue of debentures.

20. The Company has not raised any money by way of public issue during the year or in the recent past.

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



For LODHA & COMPANY CHARTERED ACCOUNTANTS

Firm Registration No: 301051E



A.M.. HARIHARAN

Place: Mumbai PARTNER

Dated : 28th June, 2013 Membership No: 38323

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of KIDUJA INDIA LIMITED as at 31st March, 2012 and also the Profit and Loss Statement 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 have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the 'Act'), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with by this report comply with the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006, to the extent applicable except for recognition of actuarial liabilities in respect of Gratuity (Point No. 5 in Note No. 20)',

(e) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274 (1) (g) of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and the accompanying notes to 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012 OF KIDUJA INDIA LIMITED

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

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

b) All fixed assets have been physically verified by the management at reasonable intervals during the year and no discrepancies were noticed on such verification.

c) No fixed assets have been disposed off during the year.

2. a) The inventory of shares has been held in dematerialized form and are verified with the Demat account statements at reasonable intervals.

b) The procedures for verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. a) During the year, the Company has taken interest free loans from three Companies covered in the register maintained under Section 301 of the Act, terms and conditions whereof, are prima facie, not prejudicial to the interest of the Company. Maximum amount due during the year Rs.500, 827,000 (including Opening Balance of Rs.385, 425,000) and the year-end balance is Rs.385, 597,000.

b) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. There is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares, fixed assets and for sale of shares except as stated in para no.7 below. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to the information and explanations given to us, there was no contract or agreement entered into during the year that needs to be entered in the register required to be maintained in pursuance of Section 301 of the Act.

6. During the year, the Company has not accepted any deposit within the meaning of Section 58A, 58AA and other relevant provisions of the Act and rules framed thereunder and read with NBFC regulations issued by Reserve Bank of India from time to time.

7. The Company does not have any system. However, as explained, effective internal control is being exercise departriVenrally.

8. In respect of Company's activities the central /Government has not prescribed maintenance of cost records under of the Act.

9. a) According to the records of the Company, it is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The accumulated losses of the Company as at the end of the financial year are more than 50% of its net worth. The Company has not incurred cash loss during the preceding year but has incurred cash loss during the current financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

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

13. The Company is not a chit fund or a nidhi / mutual fund benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities and timely entries have been made therein. All the shares and securities have been held in the name of the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the Company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on overall examination of the cash flow statements and balance sheet of the Company, in our opinion, funds raised on short term basis have, prima facie, not been used for long-term investment.

18. During the year, 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.

19. The Company has not raised any money by way of issue of debentures.

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

21. 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 instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For LODHA & CO. Chartered Accountants



A.M HARIHARAN Place: Mumbai Partner

Date: 29th June, 2012 Membership No.38323

Firm Registration No.: 301051E

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of KIDUJA INDIA LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006, to the extent applicable except for recognition of actuarial liabilities in respect of Gratuity and Leave Entitlements (Refer Note no.B 6 in Schedule R) (e) On the basis of written representations received from the directors as on 31* 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 Section 274 (1) (g) of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes appearing in Schedule R of "Significant Accounting Policies and Notes on Accounts" and other notes appearing elsewhere in 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF KIDUJA INDIA LIMITED

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

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

b) All fixed assets have been physically verified by the management at reasonable intervals during the year and no discrepancies were noticed on such verification.

c) Substantial part of the fixed assets has been disposed off during the year, However the same does not affect going concern status of the Company.

2. a) The inventory of shares has been held in dematerialized form and are verified with the Demat account statements at reasonable intervals.

b) The procedures for verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. a) During the year, the Company has taken interest free loans from two Companies covered in the register maintained under Section 301 of the Act, terms and conditions Whereof, are prima facie, not prejudicial to the interest of the Company. Maximum amount due during the year Rs.370,880,000 (including Opening Balance of Rs.339,550,000) and the year-end balance is Rs.358,000,000.

b) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. There is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares, fixed assets and for sale of shares except as stated in Note No.7 below. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to the information,and explanations given to us, there were no contract or agreement entered during the year that need to be entered in the register in pursuance of Section 301 of the Act.

6. During the year, the Company has not accepted any deposit within the meaning of Section 58A, 58AA and other relevant provisions of the Act and rules framed thereunder and read with NBFC regulations issued by Reserve Bank of India from time to time.

7. The Company does not have any formal internal audit system. However, as explained, effective internal control is being exercised departmentally.

8. In respect of Companies activities, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Act.

9. a) According to the records of the Company, it is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2010 for a period of six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute,

10. The accumulated losses of the Company as at the end of the financial year are more than 50% of its net worth. The Company has incurred cash losses during the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

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

13. The Company is not a chit fund or a nidhi / mutual fund benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares, securities and timely entries have been made therein. All the shares and securities have been held in the name of the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the Company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on overall examination of the cash flow statements and balance sheet of the Company, in our opinion, funds raised on short term basis have, prima facie, not been used for long- term investment.

18. During the year, 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.

19. The Company has not raised any money by way of issue of debentures.

20. The Company has not raised any money by way of public issue during the year and in the recent past.

21. 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 instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For LODHA & CO.

Chartered Accountants

R.P.BARADIYA

Parmer

Place: Mumbai Membership No.44101

Date : 30th July, 2010 Firm Registration No.: 301051E

---

Mar 31, 2009

We have audited the attached Balance Sheet of KIDUJA INDIA LIMITED as at 31st March, 2009, the Profit and Loss Account for the year ended on that date. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1999 issued by the Reserve Bank of India in terms of Section 45MA(1A) of the Reserve Bank of India Act, 1934 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report, to the extent applicable to the Company, that

1. The Company had applied for registration as required under section 45-1A of the Reserve Bank of India Act, 1934 and has received the registration certificate bearing No.N-13.01904 dated 09.07.2008.

2. The Board of Directors has passed a resolution for the non-acceptance of any public deposits.

3. The Company has not accepted any public deposits during the year.

4. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

1. We have audited the attached Balance Sheet of KIDUJA INDIA LIMITED as at 31st March, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all the information and explanations, which to the best of our knowtedgeand beKefwere 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 appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt - _ with by ibis report are in agreement with the books of account;

(d) Irvour opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006, to the extent applicable except for recognition of actuarial liabilities in respect of Gratuity and Leave Entitlements (Refer Note no. B6 in Schedule P);

(e) On the basis of written representations received from the directors as on 31st

director in terms of Section 274 (1) (g) of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with note no.B 3(a) in Schedule P of "Significant Accounting Policies and Notes on Accounts" regarding the Company carrying on its NBFC activities prior to receiving of the necessary approval of 9th July 2008 and other notes appearing in the said Schedule and elsewhere in 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:

i) in the st case of the Balance Sheet, of the state of affairs of the Company as

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2009 OF KIDUJA INDIA LIMITED.

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

1. a) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

b) All fixed assets have been physically verified by the management at reasonable intervals during the year and no discrepancies were noticed on such verification.

c) No substantial part of the fixed assets has been disposed off during the year.

2. a) The inventory of shares has been held in dematerialized form and are verified

with the Demat account statements at reasonable intervals.

b) The procedures for verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

3. a) During the year, the Company has taken interest free loans from one of the

directors of the Company and from a Company covered in the register maintained under Section 301 of the Act, terms and conditions whereof are prima facie, not prejudicial to the interest of the Company. Maximum amount due during the year Rs.340,763,000 and the year-end balance is Rs.339,550,000.

b) During the vear, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. There is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares, fixed assets and for sale of shares except as stated in Note No.7 below. During the course of our audit, no major weaknesses have been noticed in the internal control

-system.

5. According to the information and explanations given to us, there were no contract or agreement entered during the year that need to be entered in the register in pursuance of Section 301 of the Act.

6. During the year, the Company has not accepted any deposit within the meaning of Section 58A, 58AA and other relevant provisions of the Act and rules framed thereunder and read with NBFC regulations issued by Reserve Bank of India from time to time. (Also refer Note No.B 3(a) of Schedule P)

7. The Company does not have any formal internal audit system. However, as explained, effective internal control is being exercised departmental

8. In respect of Companies activities, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Act.

9. a) According to the records of the Company, it is regular in depositing

undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2009 for a period of six months from the date they became payable except Income tax (including Interest) amounting to Rs. 10,200,000 relating to financial year 2007-08.

b) According to the information and explanations given to us, there are no dues of income tax, wealth tax, sales tax, service tax custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The accumulated losses of the Company as at the end of the financial year are less than 50% of its net worth. The Company has incurred cash losses during the current financial year. However, it did not incur cash losses in the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

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

13. The Company is not a chit fund or a nidhi / mutual fund benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in -respectof dealing in shares, securities and timely entries have been made therein. -¦All the shares and securities have been held in the name of the Company.

15. According to the information and explanations given to us, the Company has not

given any guarantee for loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the Company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of cash flow statement and balance sheet of the Company, short term funds of Rs.434,496,388 have been used for long term investments

18. During the year, 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.

19. The Company has not raised any money by way of issue of debentures.

20. The Company has not raised any money by way of public issue during the year and in the recent past.

21. 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 instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management

For LODHA & CO. Chartered Accountants R.P. BARADIYA Place: Mumbai Partner Date:30th July,2009 Membership No.44101