Auditor Report of Libord Securities Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Libord Securities Limited (the "Company"),which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under 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 accounting principle 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 and other applicable authoritative pronouncements 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 auditors'' 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 auditors consider 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 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 accompanying 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 profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards 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 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 LIBORD SECURITIES LIMITED

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

(b) As per information provided to us, the fixed assets have been physically verified by the management at reasonable intervals and there were no material discrepancies noted during such verification.

(c ) There was no substantial disposal of fixed assets during the year.

(ii) The nature of the company''s activity is such that requirement of sub-clause (a) (b) & (c) of this (i.e. regarding inventory) are not applicable.

(iii) (a) The Company has granted interest free loans to two parties amounting to Rs. 31,92,000/- (year end balance) covered in the register maintained under section 301 of the Companies Act.

(b) The other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has not taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)(f) and (g) of the said Order are not applicable to the Company.

(iv) In our opinion and according to explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the process of audit, no major weakness has been noticed in the internal control.

(v) According to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register required to be maintained under Section 301 of the Act, has been entered.

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) The company does not have an internal system.

(viii) As informed to us, there are no cost records prescribed by the central government under sec. 209(1)(d) of the Act, hence this clause is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the 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 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales- tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

(c) According to information and explanations given to us, there are no amounts pending on account of disputes with any statutory authorities.

(x) The Company does not have any accumulated losses more than 50% of the net worth and therefore, this clause is not applicable.

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

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

(xiii) The Company not being Chit Fund / Nidhi / mutual Benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) As informed to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company had not taken any term loan during the year.

(xvii) Based on the examination of documents and records made available and on the basis of information and explanations given to us, the Company has not used funds raised on short term basis for long term investments and vice versa.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act.

(xix) The Company has not issued any debentures; hence this clause does not apply.

(xx) The Company has not raised any money by public issue; hence this clause is not applicable.

(xxi) Based on the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For AMAR BAFNA & ASSOCIATES CHARTERED ACCOUNTANTS FRN 114854W

AMAR BAFNA Place: Mumbai PARTNER Date: 26th May, 2014 M. No. 048639

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of LIBORD SECURITIES LIMITED as at 31sl March, 2011 Profit and Loss Account and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Order, (Amendment) 2004, 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") 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

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 as referred to in section 211 (3C) of the Act, to the extent applicable;

(e) On the basis of the written confirmations 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 are disqualified from being appointed as director of the Company under section 274 (1)(g) of the Act;

(f) (i) We are unable to express our opinion as to the extent of recoverability of overdue debtors aggregating to Rs. 2,98,35,891/- It was explained that the Company has taken suitable measures to recover the said dues including filing of legal/arbitration cases wherever considered appropriate and that, therefore, no provision is considered necessary at this stage. (Refer Note no.2 (a) in Schedule 12).

(ii) We are unable to express our opinion as to the extent of recoverability of Rs. 15,00,000/- paid as advance towards purchase of immovable properties, in earlier years, considered to be doubtful and not provided for. (Refer Note no.2 (b) in Schedule 12).

(Hi) We are also unable to express an opinion as to the extent of reliability of unquoted investments of Rs.2,00,000/- as there has been fall in value of said Investment as per the last available balance sheet of the investee Company.

(iv) Note no. 3 regarding embezzlement of cash. The impact of which is presently not ascertainable.

5) In our opinion and to the best of our information and according to the explanation given to us and subject to what is stated in para (f) above, the said accounts read together with the significant accounting policies and other notes appearing in Schedule 12 and elsewhere in the accounts, 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, 2011 and; (ii) in the case of Profit and Loss Account, of the "Profit" of the Company for the year ended on that date. (iii) in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

1. (a) The Company has maintained records of fixed assets showing full

particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management during the year at reasonable intervals. No discrepancies have been found on physical verification.

(c) None of the fixed asset was disposed off during the year.

2. The Company does not have any inventory.

3. (a) The Company has not taken any unsecured loans from the Company

both listed in the register maintained under section 301 of the Act and under the same management as defined under section 370(1 B) of the Act. (b) The Company has not granted loans to the Companies listed in the register maintained under section 301 of the Act and under the same management as defined under section 370(B) of the Act.

4. In our opinion and according to the information and explanation given to us, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business. During the process of audit, no major weakness has been noticed in the internal control.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, there are no transaction during the year that need to be entered in the register in pursuance of section 301 of the Act.

6. The Company has not taken or accepted any deposits from the public, therefore, the provisions of section 58A and 58AA of the Companies Act are not applicable to the Company.

7. The internal audit system of the Company needs to be established, commensurate with the size of the company and nature of its business.

8. The Provisions for maintaining of cost records required u/s 209(1) (d) are not applicable to the Company.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax custom duty, excise duty cess, service tax and other statutory dues applicable to it.: (b) There are no amounts pending on account of any statutory authorities.

10. The Company does not have accumulated losses more than 50 % of the net worth and therefore, this clause is not applicable to the Company.

11. The Company has not defaulted in repayment of dues to banks.

12. Based on our examinations of the records and information and explanations given to us, the Company has not granted any loans/advances on the basis of security by way of pledge of shares/ debentures or any other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/ society.

14. The Company has not dealt in shares and securities during the year.

15. According to the information and explanations given to us and in our opinion, the Company has not given guarantees for loans taken by its subsidiaries and allied concerns from banks and financial institutions.

16. Based on information and explanations given to us by the management, the Company has not taken any fresh loans.

17. Based on the examination of documents and records made available and on the basis of information and explanations given to us, the Company has not used funds raised on short term basis for long term investments and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

19. No debenture has been issued by the Company during the year.

20. The Company has not raised money from public issues during the year.

21. Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year except earlier frauds as per note no 3 in the Schedule 12 amounting to Rs 10,39,987/-.

For AMAR BAFNA & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN 114854W

AMAR BAFNA

Place: Mumbai PARTNER

Date: 24th June, 2011 M. No. 048639

---

Mar 31, 2010

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

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

3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, (Amendment) 2004, 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") 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

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 Row Statement dealt with by this report comply with the Accounting Standards as referred to in section 211 (3C) of the Act to the extent applicable;

(e) On the basis of the written confirmations 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 are disqualified from being appointed as director of the Company under 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 subject to following observations:

(i) We are unable to express our opinion as to the extent of recoverability of overdue debtors aggregating to Rs.. 3,41,85,891/- and loan and advances of Rs.58,55,341/-. It was explained that the Company has taken suitable measures to recover the said dues including firing of legal/ arbitration cases wherever considered appropriate and that, therefore, no provision is considered necessary at this stage. (Refer Note no.2 (a) and (b) in Schedule 12).

(ii) We are unable to express our opinion as to the extent of recoverability of Rs. 15,00,000/- paid as advance towards purchase of immovable properties, in earlier years, considered to be doubtful and not provided for. (Refer Note no2 (c) in Schedule 12).

(iii) We are also unable to express an opinion as to the extent of realisability of unquoted investments of Rs.2,00,000/- as there has been fall in value of said investment as per the last available balance sheet of the investee Company.

(iv) Note no. 3 regarding embezzlement of cash. The impact of which is presently not ascertainable.

5) The said accounts read together with the significant accounting policies and other notes appearing in Schedule 12 and elsewhere in the accounts, give the information required by the Act in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet of the state of affairs of the

Company as at 31" March, 2010 and;

(ii) in the case of Profit and Loss Account, of the "Profit" of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

1. (a) The Company has maintained records of fixed assets showing full

particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management during the year at reasonable intervals. No discrepancies have been found on physical verification.

(c) During the year, no fixed assets of the Company have been disposed off.

2. Physical verification has been conducted by the management at reasonable intervals in respect of stocks of shares and securities. However, in our opinion, the procedure of physical verification of stocks, followed by the management requires to be strengthened.

3. (a) The Company has not taken any unsecured loans from the Company

both listed in the register maintained under section 301 of the Act and under the same management as defined under section 370(1 B) of the Act (b) The Company has not granted loans to the Companies listed in the register maintained under section 301 of the Act and under the same management as defined under section 370(B) of the Act.

4. In our opinion and according to the information and explanation given to us, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business. During the process of audit, no major weakness has been noticed in the internal control.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, there are no transaction during the year that need to be entered in the register in pursuance of section 301 of the Act.

6. The Company has not taken or accepted any deposits from the public, therefore, the provisions of section 58A and 5BAA of the Companies Act are not applicable to the Company.

7. The internal audit system of the Company needs to be established, commensurate with the size of the company and nature of its business.

8. The Provisions for maintaining of cost records required u/s 209(1) (d) are not applicable to the Ccmpany.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax custom duty, excise duty cess, service tax and other statutory dues applicable to it. According to the explanations given to us there were following undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March 2010 for a period of more than six months:

Income Tax payable for the year 1996-97 Rs. 2,97,448/- (b) There are no amount pending on account of disputes with any statutory authorities except above.

10. T 10. The Company does not have accumulated losses more than 50 % of the net worth and therefore, this clause is not applicable to the Company.

11. The Company has not defaulted in repayment of dues to banks.

12. Basad on our examinations of the records and information and explanations given to us, the Company has not granted any loans/advances on the basis of security by way of pledge of shares/ debentures or any other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/ society.

14. The Company has not dealt in shares and securities during the year. However, it has been maintaining proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein.

15. According to the information and explanations given to us and in our opinion, the Company has not given guarantees for loans taken by its subsidiaries and allied concerns from banks and financial institutions.

16. Based on information and explanations given to us by the management, the Company has not taken any fresh loans.

17. Based on the examination of documents and records made available and on the basis of information and explanations given to us, the Company has not used funds raised on short term basis for long term investments and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act

19. No debenture has been issued by the Company during the year.

20. The Company has not raised money from public issues during the year.

21. Based on the audit procedures performed and information and explanations given by the management we report that no fraud on or by the Company has been noticed or reported during the year except earlier frauds as per note no 3 in the Schedule 12 amounting to Rs 110,39,988/-.



For AMAR BAFNA & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN 114854W

Place: Mumbai

Date: 25th June, 2010 AMAR BAFNA

PARTNER

M. No. 048639

---

Mar 31, 2009

1) We have audited the attached Balance Sheet of LIBORDS SECURMES LIMTED as at 31st March, 2009 and also the annexed Profit and Loss Account for (he year ended on that date. These financial statements are the responsfoiftty of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conductedc our audit in accordance with audrling 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 wed as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, (Amendment) 2004, 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") and on the basts of such checks as we considered appropriate and according to the information and explanations given to us during the course of audrt, we enclose in the Amexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the company.

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 as referred to in section 211 (3C) of the Act to the extent applicable;

(e) On the basis of the written confirmations 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 are disqualified from being appointed as director of the Company under section 274 (1Kg) 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 subject to following observations:

(I) We are unable to express our opinion as to lite extent ot recoverability of overdue debtors aggregating to Rs.. 3,80,86,143/- and loan and advances of Rs.58,55,341/-. It was explained Out the Company has taken suitable measures to recover the said dues Including fHing of legal/ arbitration cases wheraverconsideredappropnale and that therefore, no provision Is considered necessary at this stage. (Refer Note no.2 (a) and (b) in Schedule 13).

ii) We are unable to express our opinion as to the extent of reooverabtfity of Rs. 15,00,000/- paid as advance towards purchase of Immovable properties, in earlier years, considered to be doubtful and not provided for. (Refer Note no .2 (c) in Schedule 13).

(iii) We ore also unable to express an opinion as to the extent of realisability of unquoted investments of Rs2,00,000/-as there has seen raff in value of said Investment as per the last available balance sheet of the investae Company.

(Iv) Note no. 3 regaining embezzlement of cash. The impact of which is presently not ascertainable.

5) The said accounts read together with (he significant accounting policies and other notes appearing in Schedule 13 and elsewhere In the accounts. give the Information required by the Act in the manner so required and give a true and fair view:

6) in the case of the Balance Sheet of the state of affairs, of the Company as at 31st March, 2009 and; (I) in the case of Profit and Loss Account of the Profit" of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) The fixed assets have been physically verified by the Management during the year at reasonable intervals. No drscrepancies have been found on physical verification.

(c) During the year, no fixed assets of the Company have been deposed off.

2. Physical verification has been conducted by the management at reasonable intervals in respect of stocks of shares and securities. However, in our opinion, the procedure of physical verification of stocks, followed by the management requires to be strengthened.

3. (a) The Company has not taken any unsecured loans from the Company both listed in the register maintained under section 301 of the Act and under the same management as defined under section 370(1 B) of the Act (b) The Company has not granted loans to the Companies listed in the register maintained under section 301 of riie Act and under the same management as defined under section 370(B) of the Act

4. In our opinion and accordtng to the information and explanation given to us, there are reasonable Internal control procedures commensurate with the size of the Company and the nature of its business. During fhe process of audit, no major weakness has been noticed to the internal control.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management there are no transaction during the year that need to be entered in the register In pursuance of section 301 of the Act

6 The Company has not taken or accepted any deposits from the public, therefore, the provisions of section 58A and 58 AA of the Cornpanies Act are not appfcable to the Company.

7. The internal audit system of the Company needs to be established, commensurate with the size of the company and nature of Rs business.

8. The Provisions for maintaining of cost records required Ws 209(1) (d)are not applicable to the Company.

9. (a) According to the records of the Company, the Company i regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees state Insurance, Income tax, sales tax, wealth tax custom duty, excise duty cess, service tax and other statutory dues applicable to it. According to the explanations given to us there were foBowing undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31* March 2009 for a period of more than six months:

Income Tax payable for the year 199647 Rs. 2,97,4467- (b) There are no amount pending on account of disputes with any statutory authorities except above.

10. TIO.The Company does not have accumulated losses more than 50% of the net worth and therefore, this clause is not applicable to the Company.

11. The Company has not defaulted in repayment of dues to banks.

12. Based on our examinations of the records and information and explanations given to us, the Company has not granted any loans/advances on the basis of security by way of pledge of shares/ debentures or any other securities.

13. The Company is not a chit fund or a nkfhl /mutual benefit fund/ society.

14. The Company has not dealt in shares and securities during the year. However, it has been maintaining proper records of transactions and contracts In respect of shares, securities, debentures and other investments and timely entries have been made therein.

15. According to the information and explanations given to us and in our opinion, the Company has not given guarantees for loans taken by its subsidiaries and allied concerns from banks and financial institutions.

16. Based on information and explanations given to us by the management, the Company has not taken any fresh loans.

17. Based on the examination of documents and records made available and on the basis of information and explanations given to us, the Company has not used funds raised on short term basis for long term investments and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

19. No debenture has been issued by the Company during Ihe year.

20. The Company has not raised money from public issues during the year.

21. Based on the audit procedures performed and information and explanations given by the management we report that no fraud on or by the Company has been noticed or reported during the year except earlier frauds as per note no 3 in the Schedule 13 amounting to Rs 10,39,988/-.

For MEHTA SINGHVI & ASSOCIATES CHARTERED ACCOUNTANTS

R C SINGHVI

Place: Mumbai PARTNER

Date: 6th July, 2009 M. No.16884