Auditor Report of MFL India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of MFL India Limited ("the company"),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 adequate 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March2015, its profit/loss and its 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, 2015("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

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

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

ii. the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

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

Annexure to the Auditors' Report

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

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) The Company is engaged in providing Logistics $ supply chain services. It is also carries on the business of crushing & trading of construction aggregates, and according to the information and explanations given to us, there was no closing stock as on 31st March, 2015.

(iii) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is 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 with regard to the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) The company has not accepted any public deposits during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) (a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Income-tax, Tax deducted at sources, Tax collected at source, Sales Tax, value added tax (VAT), Service Tax, and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears / were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

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

(viii) The company has not incurred any Cash losses during the financial year covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(xi) The Term loans taken by the company have been applied for the purpose for which they were raised.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For AM & ASSOCIATES Chartered Accountants Firm Registration No. : 014444N

eepti Garg Place: Gurgaon Partner Date: 27/05/2015 Membership No.: 527062

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Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of MFL India Limited which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and fair view and are free from material misstatement, whether due to fraud or error.

2. Management''s Responsibility for the financial statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 (to the extent applicable). 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain regionable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us ,the financial statements give the information required by the 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 31st March, 2014;

(ii) In the case of the Statement of Profit & Loss, 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;

5. Report on Other legal Regulatory Requirements

A. 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 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

B. 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 and proper returns adequate for the purpose of our audit have been received from branches not visited by us;

c. The Balance Sheet and Statement of Profit & Loss dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss 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, none of the directors are disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 5A of our report of even date)

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The company has not disposed of substantial part of its fixed assets during the year, and therefore, it has not affected the company as a going concern.

(ii) (a) The company has operated in the service sector and the company has no inventory. Hence this point is not applicable on the company.

(b) The company has no inventory. Hence this point is not applicable on the company.

(c) The company has no inventory. Hence this point is not applicable on the company;

(iii) (a) According to the information and explanations given to us, the company has not granted secured or unsecured loans, to companies in the register maintained under section 301 of the Act.

(b) The Company has not granted loan. Hence this point is not applicable.

(c) The Company has not granted loan. Hence this point is not applicable.

(d) The Company has not granted loan. Hence this point is not applicable.

(e) The company has not taken unsecured loans, there are no other transactions from the companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) The Company has not taken loan. Hence this point is not applicable.

(g) The Company has not granted loan. Hence this point is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods and service. However there is still scope of improvement in the same. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control systems.

v) (a) As per the records, the particulars of contracts that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) According to the explanations and information given to us the transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the directives issued by RBI and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply. No order has been passed by the company Law board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii) To the best of our knowledge and as per the explanations and information given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) As per the records the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, there no dues of sales tax, income tax, custom duty, wealth tax, Service Tax, excise duty and cess which have not been deposited:-

(x) The accumulated losses of the company are less than fifty percent of its net worth The Company has not incurred cash losses during the financial year covered by our audit. The company does not have any cash losses in the immediately preceding financial year.

(xi) The company has not made any default in payment of the dues to the bank and financial institution.

(xii) As per the records the company has granted loan on the basis of security by way of pledge of shares.

(xiii) To the best of our knowledge and according to the information and explanations given to us the provisions of any special statue applicable to chit fund are not applicable to the Company.

(xiv) According to the information and explanations given by the management, the company is not dealing in or trading in shares, securities, debentures and other investments. The Company has maintained proper records and timely entries have been made and the investments are in the name of the Company.

(xv) The company has not given any guarantees for its associate company to bank.

(xvi) The company has applied the term for the purpose for which term loan were obtained.

(xvii) The funds raised for short term purpose has not been used for the long term investment.

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

(xix) The company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

(xxi) On the examinations of records of the company no fraud on or by the company has been noticed or reported during the year.

For SRY & ASSOCIATES Chartered Accountants Firm''s. Reg. No. 011227N

Rajan Gupta Place : New Delhi Partner Date : May 16, 2014 Membership No. 089469

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying fi nancial statements of MFL India Limited which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profi t & Loss and Cash Flow Statement for the year then ended and a summary of signifi cant accounting policies and other explanatory information.

2. Management''s Responsibility for the fi nancial statements

The Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position and fi nancial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (to the extent applicable). This responsibility includes the design, implemen- tation and maintenance of internal control relevant to the preparation and presentation of the fi nancial 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 fi nancial statements based on our audit. We conducted our audit in ac- cordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial state- ments. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material mis- statement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the over- all presentation of the fi nancial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us ,the fi nancial statements 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 31st March, 2013;

(ii) In the case of the Statement of Profi t & Loss, of the profi t of the company for the year ended on that date;

(iii) In the case of the Cash Flow Statement, of the cash fl ows of the company for the year ended on that date;

5. Report on Other legal Regulatory Requirements

A. 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 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 enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the said order.

B. 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 and Statement of Profi t & Loss dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profi t and Loss 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, none of the directors are disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 5A of our report of even date)

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fi xed assets;

(b) These fi xed assets have been physically verifi ed by the management at reasonable intervals and no material discrepan- cies were noticed on such verifi cation. In our opinion, the periodicity of physical verifi cation is reasonable having regard to the size of the Company and the nature of its assets.

(c) The company has not disposed of substantial part of its fi xed assets during the year, and therefore, it has not affected the company as a going concern.

(ii) (a) The company has operated in the service sector and the company has no inventory. Hence this point is not applicable on the company.

(b) The company has no inventory. Hence this point is not applicable on the company.

(c) he company has no inventory. Hence this point is not applicable on the company;

(iii) (a) According to the information and explanations given to us, the company has not granted secured or unsecured loans, to companies in the register maintained under section 301 of the Act.

(b) The Company has not granted loan. Hence this point is not applicable.

(c) The Company has not granted loan. Hence this point is not applicable.

(d) The Company has not granted loan. Hence this point is not applicable.

(e) The company has not taken unsecured loans, there are no other transactions from the companies, fi rms or other parties covered in the register maintained under section 301 of the Act.

(f) The Company has not taken loan. Hence this point is not applicable.

(g) The Company has not granted loan. Hence this point is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control proce dures commensurate with the size of the company and the nature of its business, for the purchase of fi xed assets and for the sale of goods and service. However there is still scope of improvement in the same. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control systems.

(v) (a) As per the records, the particulars of contracts that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) According to the explanations and information given to us the transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the directives issued by RBI and the provisions of section 58A, 58AA or any other relevant provi- sions of the Companies Act, 1956 and the rules framed there under apply. No order has been passed by the company Law board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii) To the best of our knowledge and as per the explanations and information given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) As per the records the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, there no dues of sales tax, income tax, custom duty, wealth tax, Service Tax, excise duty and cess which have not been deposited:-

(x) The accumulated losses of the company are less than fi fty percent of its net worth The Company has not incurred cash losses during the fi nancial year covered by our audit. The company does not have any cash losses in the immediately preceding fi nancial year.

(xi) The company has not made any default in payment of the dues to the bank and fi nancial institution.

(xii) As per the records the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) To the best of our knowledge and according to the information and explanations given to us the provisions of any special statue applicable to chit fund are not applicable to the Company.

(xiv) According to the information and explanations given by the management, the company is not dealing in or trading in shares, securities, debentures and other investments. The Company has maintained proper records and timely entries have been made and the investments are in the name of the Company.

(xv) The company has not given any guarantees for its associate company to bank.

(xvi) The company has applied the term for the purpose for which term loan were obtained.

(xvii) The funds raised for short term purpose has not been used for the long term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register main- tained under section 301 of the Act.

(xix) The company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

(xxi) On the examinations of records of the company no fraud on or by the company has been noticed or reported during the year.



For SRY & ASSOCIATES

Chartered Accountants

Firm . Reg. No. 011227N



Rajan Gupta

Date : May 30, 2013 Partner

Place : New Delhi Membership No. 089469

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s MFL INDIA LIMITED, as at 31st March, 2012, and the Profit and Loss Account for the year ended on that date annexed thereto and cash flow statement for the year ended on that date. 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956,

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 31st March, 2012,

ii. In the case of the Profit and Loss Account, of the profit for the year ended on that date.

iii. In the case of Cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

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

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The company has not disposed of substantial part of its fixed assets during the year, and therefore, it has not affected the company as a going concern.

(ii) (a) As per the information and explanations given to us the management has conducted physical verification of inventory at reasonable intervals. (b) In our opinion and according to the explanations and information given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification otherwise the same have been properly dealt with in the books of accord

(iii) (a) According to the information and explanations given to us, the company has not granted secured or unsecured loans, to companies in the register maintained under section 301 of the Act.

(b) The rate of Interest and other terms & conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(c) The payment of principal and interest are also regular.

(d) The Company has taken reasonable steps for recovery of principal and interest for amount overdue more than one lakh rupees.

(e) The company has not taken any unsecured loans, there are no other transactions from the companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) The rate of Interest and other terms & conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(g) The payment of principal and interest are also regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods and service. However there is still scope of improvement in the same. During the course of our audit we have not observed any continuing failure to correct major weakness in internal control systems.

(v) (a) As per the records, the particulars of contracts that need to be entered into a register in pursuance of section 301 of the Act have been so entered. (b) According to the explanations and information given to us the transactions in pursuance of such contracts have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the directives issued by RBI and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply. No order has been passed by the company Law board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii) To the best of our knowledge and as per the explanations and information given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) As per the records the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities. (b) According to the information and explanations given to us, there no dues of sales tax, income tax, custom duty, wealth tax, Service Tax, excise duty and cess which have not been deposited:- (x) The accumulated losses of the company are less than fifty percent of its net worth The Company has not incurred cash losses during the financial year covered by our audit. The company does not have any accumulated losses in the immediately preceding financial year.

(xi) The company has not made any default in payment of the dues to the bank and financial institution.

(xii) As per the records the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) To the best of our knowledge and according to the information and explanations given to us the provisions of any special statue applicable to chit fund are not applicable to the Company.

(xiv) According to the information and explanations given by the management, the company is not dealing in or trading in shares, securities, debentures and other investments. The Company has maintained proper records and timely entries have been made and the investments are in the name of the Company.

(xv) The company has not given any guarantees for its associate company from bank.

(xvi) The company has applied the term for the purpose for which term loan were obtained.

(xvii) The funds raised for short term purpose has not been used for the long term investment.

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

(xix) The company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

(xxi) On the examinations of records of the company no fraud on or by the company has been noticed or reported during the year.

For SRY & ASSOCIATES

Chartered Accountants

Firm. R. No. 011227N

Place : New Delhi Rajan Gupta

Date : May 28, 2012 Partner

Membership No. 089469

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s My Fair Lady Ltd., 6, Shahpur Jat, New Delhi - 110 049., as at 31st March, 2010, and the Profit and Loss Account for the year ended on that date annexed thereto 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.

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 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.

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

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

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account.

(iv) 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,

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31stMarch,2010,

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

(c) In the case of Cash flow statement, of the cash flow for the year ended on that date.

Annexure M/s My Fair Lady Ltd., Referred to in paragraph 3 of our report of even date,

1. The companys records with regard to fixed assets are incomplete, on the basis of information and explanations given to us by the management, the assets of the company have been physically verified and no material discrepancies have been noticed by the management.

2. (a) That there is no business activity except sale / purchase of security, hence there is no inventory.

b) The company is having nil stock of shares as on 31.03.2010.

3. The Company has taken interest free loan from a person covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2,50,000 /-and the year-end balance was nil.

a) In our opinion and according to the information and explanations given to us the loan is not prejudicial to the interest of the company.

b) In our opinion, the rate of interest and term and conditions of loans taken from persons listed in the register maintained under section 301 of the Companies Act, 1961 are not, prima facie, prejudicial to the interest of the Company.

4. In our opinion, and according to the information and explanations given to us, there is no business activity , the internal control procedures with regards to purchases of inventory, fixed assets and with regard to the sale of goods are not applicable.

5. In our opinion and according to the information and explanations given to us, there were no transactions exceeding Rs.5,00,000.00 during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. The company has not accepted any deposits from the public during the year.

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

8. The central Government has not prescribed the maintenance of Cost records Under Section 209(1 )(d) of the Companies Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, disputed amounts outstanding in respect of Sales Tax and Excise have been given as per notes to accounts as per Schedule-10.

10. In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. The company has no liability to any Financial Institution, Banks or debenture holders.

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

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

14. In our opinion, the company is dealing in or trading in shares, securities, debentures and other investments. Accordingly, as per provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 Company has maintained proper records of the transactions & Contracts made. Shares, securities have not been held by the Company in its own name. Further, we observe that sales & purchase of shares are not routed through Demat Account of the Company and we have been informed that the same is routed through pool account of Broker.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. No term loans have been taken by the company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the company has not raised any funds either short-term or long term.

18. The Company carrying out the business of Investment and hence, it is a non - banking finance institution as defined U/s 45-I of the Reserve Bank of India Act, 1934 (the Act) and the company requires registration with the Reserve Bank of India (RBI) for carrying out such activities. The company is yet to apply for registration with the RBI.

19. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures

21. Company has not raised any amount by Public issues during the period underaudit.

22. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of ouraudit.

For Chandiwala Virmani & Associates

[Formerly Chandiwala Gupta & Associates]

Chartered Accountants



Place : New Delhi ( R. C. Chandiwala )

Date : 21st Day of May, 2010 Partner

Membership No. 012534

Firm Reg.No.000082N