Auditor Report of Marvel Capital & Finance (India) Ltd.

Mar 31, 2015

1. We have audited the attached Balance Sheet of MARVEL CAPITAL & FIANCE (INDIA) LIMITED as at March 31, 2015, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto and a summary of significant accounting policies and other explanatory information. 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. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

3. Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 true and fair view 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. As required by the Companies (Auditor's Report) Order, 2015 (the 'Order') (as amended), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 (the 'Acf), we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

5. Further to our comments in the Annexure referred to 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 referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors, as on March 31, 2015 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2015 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Annexure to the Auditors' Report of even date to the members of MARVEL CAPITAL & FINANCE (INDIA) LIMITED, on the financial statements for the year ended March 31, 2015.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(iii) The Company has not granted or taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clauses 3(iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of goods, there was no purchases of fixed assets and sales of services during the year. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. Further, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) The Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Act or under any other relevant provisions of the Companies Act and the rules framed there under. Therefore, the provisions of clauses 3(v) of the Order are not applicable.

(vi) Since the Company is not engaged in manufacturing, processing, production and mining activities, to the best of our knowledge and belief, provisions of Section 148(1) is not applicable to the Company. Therefore, the provisions of clauses 3(vi) of the Order are not applicable.

(vii) (a) 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, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities.

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

(c) According to the information and explanations given to us, there are no amount required to be transferred to investor education and protection fund in accordance to relevant provision of the companies Act 1956(1 of 1956) and rules made there under.

(viii) In our opinion, the Company's accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash losses during the year, and in the immediately preceding financial year.

(ix) The Company had no borrowings from financial institutions, banks or debenture holders during the given financial year. Therefore, the provisions of clauses 3(ix) of the Order are not applicable.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clauses 3(x) of the Order are not applicable.

(xi) The Company did not have any terms loans outstanding during the year. Therefore, the provisions of clauses 3(xi) of the Order are not applicable.

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

For S M Palsule Desai& Co.

CHARTERED ACCOUNTANTS

Proprietor

Membership No. : 044338

Mumbai, 08th Sept, 2015

---

Mar 31, 2014

1 We have audited the attached Balance Sheet of Marvel Capital & Finance (India) Limited as at March 31, 2014, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2 We conducted our 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 (the ''Order'') (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the ''Act''), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Without qualifying our report, we draw attention to Note no 1.2 of Schedule 13 relating to change in method of share stock.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 referred to in sub section (3C) of section 211 of the Companies Act, 1956.

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, we report that 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;

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

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

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

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

Annexure to the Auditors'' Report of even date to the members of MARVEL CAPITAL & FINANCE (INDIA) LIMITED, on the financial statements for the year ended March 31, 2014.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(iii) The Company has not granted or taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of clauses 4(iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. Further, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Therefore, the provisions of clause 4(v) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975.

Therefore, the provisions of clause 4(vi) of the Companies Auditor''s Report) Order,2003(as amended) are not applicable.

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

(viii) Since the Company is not engaged in manufacturing, processing, production and mining activities, to the best of our knowledge and belief, provisions of Section 209(1)(d) is not applicable to the Company. Therefore, the provisions of clause 4(viii) of the Companies (Auditor''s Report) Order,2003(as amended) are not applicable.

(ix) (a) According to the information and explanations given to us, no undisputed amounts payable in respect of provident funds, investor education and protection fund, employee''s state insurance, income-tax, wealth tax, service tax, sales-tax, customs duty, excise duty, cess and undisputed statutory dues were outstanding, at the year end, 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, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) In our opinion, the Company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company had no borrowings from financial institutions, banks or debenture holders during the given financial year. Therefore, the provisions of clause 4(xi) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

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

(xiv) In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. These shares, securities and other securities are held by the Company in its own name, except for the shares pledged with the third party towards margin for trading.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(xvi) The Company did not have any terms loans outstanding during the year. Therefore, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

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

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotments of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause (xviii) of the Order are not applicable to the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(xx) The Company has not raised any money by public issues during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For S M Palsule Desai& Co.

CHARTERED ACCOUNTANTS

Proprietor

Membership No. : 044338

Mumbai, 04th Sept, 2014

---

Mar 31, 2013

1 We have audited the attached Balance Sheet of Marvel Capital & Finance (India) Limited as at March 31, 2013, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2 We conducted our 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 (the ''Order'') (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the ''Act''), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Without qualifying our report, we draw attention to Note no 1.2 of Schedule 13 relating to change in method of share stock.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 referred to in sub section (3C) of section 211 of the Companies Act, 1956.

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

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Annexure to the Auditors'' Report of even date to the members of MARVEL CAPITAL & FINANCE (INDIA) LIMITED, on the financial statements for the year ended March 31, 2013.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(iii) The Company has not granted or taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of clauses 4(iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. Further, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Therefore, the provisions of clause 4(v) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975.

Therefore, the provisions of clause 4(vi) of the Companies Auditor''s Report) Order,2003(as amended) are not applicable.

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

(viii) Since the Company is not engaged in manufacturing, processing, production and mining activities, to the best of our knowledge and belief, provisions of Section 209(1 )(d) is not applicable to the Company. Therefore, the provisions of clause 4(viii) of the Companies (Auditor''s Report) Order,2003(as amended) are not applicable.

(ix) (a) According to the information and explanations given to us, no undisputed amounts payable in respect of provident funds, investor education and protection fund, employee''s state insurance, income-tax, wealth tax, service tax, sales-tax, customs duty, excise duty, cess and undisputed statutory dues were outstanding, at the year end, 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, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) In our opinion, the Company''s accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company had no borrowings from financial institutions, banks or debenture holders during the given financial year. Therefore, the provisions of clause 4(xi) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

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

(xiv) In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. These shares, securities and other securities are held by the Company in its own name, except for the shares pledged with the third party towards margin for trading.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order.2003 (as amended) are not applicable.

(xvi) The Company did not have any terms loans outstanding during the year. Therefore, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

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

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotments of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause (xviii) of the Order are not applicable to the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(xx) The Company has not raised any money by public issues during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order,2003 (as amended) are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.



For KOCHAR & ASSOCIATES

Chartered Accountants

Firm Registration No. 105256W





JUBINSHAH

Partner

Membership No. : 110807



Place: Mumbai

Date: 31/05/2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Marvel Capital & Finance (India) Limited as at March 31. 2012, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepled 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 (the ''Order'') (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (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 above in paragraph 3, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 referred to in sub section (3C) of section 211 of the Companies Act, 1956.

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

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

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

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

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

Annexure to the Auditors'' Report of even date to the members of MARVEL CAPITAL & FINANCE (INDIA) LIMITED, on the financial statements for the year ended March 31,2012.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the feted assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(iii) The Company has not granted or taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of clauses 4(iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of goods, there was no purchases of fixed assets and sales of services during the year. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. Further, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

The Company has not entered into contracts or arrangements referred to in section 301 of the Act, Therefore, the provisions of clauses 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of clauses 4(vi) of the Order are not applicable.

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

(viii)Since the Company is not engaged in manufacturing, processing, production and mining activities, to the best of our knowledge and belief, provisions of Section 209(1 )(d) is not applicable to the Company. Therefore, the provisions of clauses 4(viii) of the Order are not applicable.

(ix) (a) 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, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they become payable are as follows.

Undisputed Statutory dues Amount (In Rs.)

Professional Tax 7950/-

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

(x) In our opinion, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses during the year, and in the immediately preceding financial year.

(xi) The Company had no borrowings from financial institutions, banks or debenture holders during the given financial year. Therefore, the provisions of clauses 4(xi) of the Order are not applicable.

(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, therefore, the provisions of clauses 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clauses 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. These shares, securities and other securities are held by the Company in its own name, except for the shares pledged with the third party towards margin for trading.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clauses 4(xv) of the Order are not applicable..

(xvi) The Company did not have any terms loans outstanding during the year. Therefore, the provisions of clauses 4(xvi) of the Order are not applicable.

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

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotments of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause (xviii) of the Order are not applicable to the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Therefore, the provisions of clauses 4(xix) of the Order are not applicable..

(xx)The Company has not raised any money by public issues during the year. Therefore, the provisions of clauses 4(xx) of the Order are not applicable.

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

For NGS & Co

Chartered Accountants

Firm Registration No. 119850W

Ganesh Toshniwal

Place: Mumbai Partner

Date: May 30,2012 Membership No. 046669

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MARVEL CAPITAL & FINANCE (INDIA) LIMITED as at March 31, 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 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 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. We report that

i. Non provision for interest on overdue preference share capital, the amount of which is not ascertained, as stated in note no. 3(f) (b) (i) schedule 12.

ii. Gratuity and leave encashment policy are not according to Revised AS-15, the effect is not ascertainable.

iii. Stock valuation method has been changed from cost to market value which is not in accordance with Accounting Standard 2 (AS 2) on Valuation of Inventories. Due to this the profit for the year is higher by Rs 57,40,116/- and accumulated losses as at the balance sheet date are less by Rs.57,40,116/- . Refer Note No. 2(b), schedule 12.

iv. Non provision for doubtful advances of Rs. 33,77,473/-, consequently profit for the year and advances as at balance sheet date are higher by Rs. 33,77,473/- and accumulated losses as at balance sheet date are lower by Rs. 33,77,473/- 5. Subject to our comments in paragraph 4 above and further to our comments in the Annexure referred to 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 financial statements dealt with by this report are in agreement with the books of account;

d. In our opinion the financial statements dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 and the Rules framed there under except for our comments in paragraph (ii) and (iii) above;

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

f. In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report give the information required by the Act, in the manner so required, except for our comments in paragraph 4 above, and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

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

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

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

Annexure to the Auditors Report of even date to the members of Marvel Capital & Finance (India) Limited, on the financial statements for the year ended March 31, 2010.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(iii) The Company has not granted / taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clauses 4(iii) of the Order are not applicable.

(iv) There are no transactions pertaining to purchase of fixed assets and sale of services during the year. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and for the sale of goods.

(v) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company did not have an internal audit system during the year.

(viii) Since the Company is neither engaged in manufacturing, processing, production and mining activities, to the best of our knowledge and belief, Section 209(1)(d) are not applicable to the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues,as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further no undisputed amounts payable in respect thereof, which were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Companys accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has no dues payable to a financial institution or a bank or debenture holders during the year. Accordingly, the provisions of clause 4(xi) of the Order are not applicable.

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. These shares, securities and other securities are held by the Company in its own name, except for the shares pledged with the third party towards margin for trading.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable

(xvi) The Company did not have any terms loans outstanding during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For NGS & CO.

Chartered Accountants

Firm Registration No. 119850W

SANJAY DOSI

Place : Mumbai Partner

Date : 31/05/2010 Membership No. 036024

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of MARVEL CAPITAL & FINANCE (INDIA) LIMITED as at March 31,2009, 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 pur audit.

2. We 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 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956(the Act),we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. We report that Won provision for interest on overdue preference share capital, the amount of which is not ascertained, as stated in note no. 30(f) (b) schedule 13.

ii. Gratuity and leave encashment policy are not according to Revised AS-15, The effect is not ascertainable.

iii. Company has changed the policy for valuation of stock, as a result the profit has been increased by Rs. 43 lacs, as stated in note no. 2(b) of Schedule 13.

5. Subject to our comments in paragraph 4 above and further to our comments in the Annexure referred to 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 financial statements dealt with by this report are in agreement with the books of account;

d. In our opinion the financial statements dealt with by this report comply with the accounting standards referred to in sub section(3C) of section 211 of the Companies Act, 1956 and the Rules framed there under except for our comments in paragraph 4 above;

e. On the basis of written representations rceived from the directors, as on March 31, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2009 from being appointed as a director in terms of clause (g) of sub-section(1) of section 274 of the Act;

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

i) the Balance Sheet, of the state of affairs of the Company as at March 31,2009;

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

iii) the Case Flow Statement, of the cash flows for the year ended on that date

Annexure to the Auditors Report of even date to the members of Marvel Capital & Finance (India) Limited, on the financial statements for the year ended March 31, 2009.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records 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 and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) In our opinion and according to the information and explanation given to us, the provision for clause no 4 (ii) of the said order are not applicable to the company diring the year under audit.

(iii) The Company has not granted / taken any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clauses4(iii) of the Order are not applicable.

(iv) In our opinion and according to the Information and explanation gtlven to us, the company does not have formal internal control systems for purchase of Inventory and fixed assets and sale of goods and services.

(v) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company did not have an Internal audit system during the year.

(viii) Since the Company is neither engaged inmanufacturing, processing, production and mining activities, to the best of our knowledge and belief, Section 209(1 )(d) are not applicable to the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor educaiton and protection fund, employess state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Undisputed amounts payable in respect thereof, which were outstanding as the year end for a period of more than six months from the date they became payable are as follows:

Name of Nature of the Amount Period to the statue dues (Rs.) which the amount relates

Maharashtra Professional 1245/- July Professional Tax on 2008 Tax Act Salary 1975

Maharashtra Professional 1245/- August Professional Tax on 2008 Tax Act Salary 1975

Maharashtra Professional 1245/- September Professional Tax on 2008 Tax Act Salary 1975



Name of Due Date of the Statue Date Payment

Maharashtra Professional Tax Act 1975 21-8-2008 4-5-2009

Maharashtra Professional Tax Act 1975 21-8-2008 4-5-2009

Maharashtra Professional Tax Act 1975 21-8-2008 4-5-2009

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Companys accumulated losses at the end of the financial year are less than fifty per cent of its net worth. Further the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has no dues payable to a financial institution or a bank or debenture holders during the year. Accordingly, the provisions of clause 4(xi) of the Order are not applicable.

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ • mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company has maintained proper records of transations and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. The investment are held by the Company in its own name, except for the share pledged with the third party for loand taken by other company.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) The Company did not have any terms loans outstanding during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accouringly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year Accordingly, the privisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has not noticed or reported during the period covered by our audit.

For NGS & CO. Chartered Accountants Sanjay Dosi

Place: Mumbai Partner

Date : 30/06/2009 Membership No. : 036024