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Auditor Report of Northlink Fiscal & Capital Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NORTHLINK FISCAL AND CAPITAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements' Responsibility for the Financial Statements

The company's Board of Directors is responsible for the matters stated in Section 134 (5) of The Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under 133 of The Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation, and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 of the financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal controls systems over financial reporting and the 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 the Company 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 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 March, 2015 and its profit and its cash flows for the year ended on that date except the following.

a. The company is not registered with Service Tax Act for the Goods Transport Agency service availed during the year 2014-15 and not paid any service tax on the payment of freight paid.

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 section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the aforesaid financial statement comply with the Accounting Standards specified under Section 133 of the Act 2013 read with the rule 7 of the Companies (Accounts) Rules, 2014.

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, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i) The company has no pending litigation with any department so no impact on its financial statements.

ii) As there is not any material foreseeable losses, on long term contracts, therefore the company has not made any provision, required under the applicable law or accounting standards.

iii) There has been no delay in transferring amounts, required to be transferred if any, to the investor Education and Protection Fund by the Company.

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

(b) The fixed assets are physical verified by the management according to a phased programme designed to cover all the items every year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets pursuant to the programme a portion of the fixed assets has been physically verified by the management during the year and no martial discrepancies were noticed on such verification.

(ii) (a) In our opinion, and according to the information and explanations given to us, the inventory of the company has been physically verified by the management during the year.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories. As explained to us, the discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) As informed to us, the company is NBFC and given unsecured loan during the year 2014-15 to the other parties ( Charitable Trust) of Rs. 21.02 Lac and the total o/s balance is Rs. 101.02 Lac covered in the register maintained under section 189 of the Companies Act, 2013.

(b) The company is receiving the interest on regularly and the principal amount is not yet due.

(c) There is no overdue amount (o/s) as on 31.3.2015.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of a continuing failure to correct major weakness in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) The Central Govt. has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the services/material rendered or supply by the company.

(vii)(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provided fund, investor education and protection fund, employee's state insurance, income tax, sale tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. Further, there were no undisputed amounts 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 and the records of the Company examined by us, the company has no dues of Income Tax, Sales tax, Custom Duty, Wealth tax, Excise duty, Service Tax and cess, which have not been deposited on account of any dispute.

(c) The company has no payment required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 ( 1 of 1956) and rules made there under within time.

(viii) The company does not have any accumulated loss as at the close of the financial year. Further the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) According to the records of the company examined by us and the information and explanation given to us, in our opinion, the company has not defaulted in repayment of its dues to banks/ financial institutes.

(x) As per information and explanations given to us, on the basis of the records, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) As per the information and explanations given to us, on the basis of our examination of the records, the company has taken loan for the purchase of car and truck during the year 2014-15 and the same has been applied for the purpose for which the loan taken.

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

Place : LUDHIANA For PARMOD G GUPTA & ASSOCIATES

Dated : 30.05.2015 CHARTERED ACCOUNTANTS

(FIRM'S REG. NO. 018870 N)

(PARMOD GUPTA)

PARTNER

M. NO. 096109


Mar 31, 2014

We have audited the accompanying financial statements of NORTHLINK FISCAL AND CAPITAL SERVICES LIMITED which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and cash flows statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements' 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dt. 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 . This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

b) in the case of the statement of Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date

Report on Other legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;read with the General Circular 15/2013 dt.13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors except Sh.Sunny Maria is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

THE ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF NORTHLINK FISCAL AND CAPITAL SERVICES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2014.

(i) The company is maintaining the proper records showing the full particulars including quantitative details and situation of all the fixed assets.

(b) The fixed assets has been physical verified by the management at reasonable interval and no discrepancies has been found on such verification.

(c) As per the information and explanation given to us, no substantial part of the fixed assets has been disposed off during the year.

(ii) (a) As per information and explanations given to us and on the basis of examination of records, we are of the opinion that physical verification of inventory has been conducted by the management at reasonable intervals during the year.

(b) As per information and explanation given to us, the procedures of verification of inventory with record followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of examination of records maintained by the company, we are of the opinion that the company is maintaining stock register. Further no material discrepancies were noticed on physical verification of stock made by the management.

(iii) In our opinion and according to the information and explanations given to us, the company has granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956 during the year 2013-14 for Rs. 5646588/- and the balance O/S as on 31.03.2014 is Rs. 9407657/-. In the absence of agreement no opinion is given with regards to terms and condition and rate of Intt.

(e) In our opinion and according to the information and explanations given to us, the company has not taken unsecured loan during the year 2013-14 from parties covered in the register maintained under section 301 of the Companies Act, 1956. So, the sub clause (e) and (g) of clause (iii) of the paragraph 4 of the companies (Auditor's Report) order 2003 is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us,there are adequate internal control procedures commensurate with the size of the company and nature of its business. During the course of our audit we have not observed any major weakness in internal controls.

(v) (a) As per information and explanation given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the Company has made transaction in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs.5 Lac in respect of the each party during the year 2013-14 at the rates prevailing in the market.

(vi) In our opinion and according to the information and explanations given to the company has not accepted any deposits within the meaning Section 58A,58AA or any other provisions of the Companies Act, 1956 and the rules framed there under during the year ending 31st March, 2014.

(vii) In our opinion and on the basis of examination of records, the company has an adequate internal audit system commensurate with its and nature of its business.

(viii) As per information and explanations given to us, the Central Govt, has not prescribed to the company to maintain any cost records so the Clause (viii) of the paragraph 4 of the Companies(Auditor's Report) Order,2003 relating to maintenance of cost records is not applicable to the company.

(ix) (a) The Company is regular in depositing with the appropriate authorities any undisputed statutory dues during the year as applicable to the company.

(x) (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, and cess which have been deposited on account of any dispute.

(xi) In our opinion and according to the information and explanations provided to us, there is no accumulated losses with the company .The company has not incurred any cash losses in the current year and not in immediately preceding financial year.

(xi) In our opinion and according to the information and explanations provided to us, the company is not defaulted in repayment of dues to a financial Institute or bank or debenture holders .

(xii) As per information and explanations given to us, we are of the opinion that the company has not granted loan and advances on the basis of security by way of pledge of shares,debentures and other securities. So the requirement of maintenance of documents and records in regard to loans and advances is not applicable to the company.

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

(xiv) In our opinion and on the basis of examination of records, the company is not dealing in shares, securities, debenture and other investments so clause (xiv) of para 4 of the Companies (Auditor's 'Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanation given to us, the company has not obtained any term loans during the year covered by our audit.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet 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 allotment of shares to the partie and companies covered in the register maintained under section 301 of the Act during the year ending 31st March, 2014.

(xix) According to the information and explanation given to us, the company has not issued any debentures. Therefore clause (xix) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the company

(xx) The company has not raised money by way of public issues ( except of Calls in Arrears on the old shares ). Therefore clause (xx) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the company

(xxi) According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year ended on 31st March, 2014.

FOR PARMOD G.GUPTA & ASSO. CHARTERED ACCOUNTANTS NO:018870N

(PARMOD GUPTA) PARTNER M.NO.096109 Place : LUDHIANA Dated : 30.05.2014


Mar 31, 2013

We have audited the attached Balance Sheet of M/S NORTHLINK FISCAL & CAPITAL SERVICES LIMITED as at 31st. March 2013 and the Profit & Loss Account for the year ended annexed thereto 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that wc plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the companies (Auditor''s Report) Order 2003 issued by the Central Govt, of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, wc enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, were 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 accounts, as required by law, have been kept by the company, so far as appears from our examination of those books; subject to notes no. 3, 12, 13, & B-4 of schedule no. XII in respect of notes on accounts.

c) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss account dealt with by this report comply with the mandatory Accounting Standards referred in sub section (3C) of section 2I ofthe Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31.03.2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in term 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 explanation given to us, the said account read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view, in conformity with the accounting principles generally accepted in India.

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2013.

ii) In so far as it relates to the Profit & Loss Account of the Profit of the Company for the year ended on that date.

Annexure to Auditor''s Report

1. In respect of its fixed assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories :

a) As explained to us, no inventories have been in store for physically verification by the management at regular intervals during the year.

b) The Company has not maintained any records of inventories. As explained to us, there is no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. According to the information and explanation given to us, the company during the year has granted loan to the firms/companies or other parties as per the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b) (c) and (d) of the order are not applicable.

a) The Company has granted -loan to twenty five parties aggregating to Rs. 422.23 Lacs. (Directors & Relatives)

b) In our opinion and according to the in formations and explanations given to us. The rate of interest wherever applicable and other terms and conditions are not prime facie prejudicial to the interest of the company.

c) In respect of the loan granted by the company, most of the loans are interest free and interest is being charged only from single party named M/S Suhaag Emporium.

d) The Company has not taken any loan, secured and unsecured to/from companies, firms or other p arties as per the register maintained u/s 301 of the companies act, 1956.

4. In our opinion and according to the in formations and explanations given to us, internal control procedures are not adequate in commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

5 As explained to us, and according to the information and explanations given to us, there are no transactions that need to be entered in register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of five lakhs rupees in respect of each party during the financial year.

6. In our opinion and according to the in formations and explanations given to us, the company has compiled with the directions issued by RESERVE BANK OF INDIA and the provisions of section 58A and section 58AA of the Companies Act, 1956 and the rules framed there under as applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. In our opinion, the internal audit system of the company is not commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost records under section 209 (1 )(d) of the Companies Act, 1956. The provision is not applicable to the company.

9. In respect of statutory dues :

a. According to the records of the company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have not been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except listing fees of Rs. 170100/-.

b. According to the record of the company there are no dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Excise Duty and Cess as on date.

10. There are no accumulated losses during the year and there is no cash loss during the financial year covered by our audit.

11. Based on our audit procedures and according to in formation and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues of financial institutions and banks.

12. In our opinion and according to in formations and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge shares, debentures and other securities.

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

14. The Company has maintained proper records of transactions and contracts. In respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have held by the company in its own name.

15. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others, from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the in formation and explanations given to us and on an overall examination of the balance sheet of the company, in Our opinion , funds raised on short term basis have not been used for long term investment and vice versa.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

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

21. According to the in formation and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For VAS & CO. Chartered Accountants PLACE: LUDHIANA. DATED: 29.07.2013 (VINAY KUMAR GOYAL) PARTNER


Mar 31, 2012

We have audited the attached Balance Sheet of M/S NORTHLINK FISCAL & CAPITAL SERVICES LIMITED as at 31st March 2012 and the Profit & Loss Account for the year ended annexed thereto 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materia! misstatements. 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 the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in paragraph 2 above, were 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 accounts, as required by law, have been kept by the company, so far as appears from our examination of those books; subject to notes no. 3, 12, 13. & B-4 of schedule no. XII in respect of notes on accounts.

c) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss account dealt with by this report comply with the mandatory Accounting Standards referred in sub section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 3 1.03.2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in term 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 explanation given to us. the said account read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view, in conformity with the accounting principles generally accepted in India.

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

ii) In so far as it relates to the Profit & Loss Account of the Profit of the Company for the year ended on that date.

1. In respect of its fixed assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

e) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories :

a) As explained to us, no inventories have been in store for physically verification by the management at regular intervals during the year.

b) The Company has not maintained any records of inventories. As explained to us, there is no materia! discrepancies noticed on physical verification of inventory as compared to the book records.

3. According to the information and explanation given to us, the company during the year has granted loan to the firms/companies or other parties as per the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b) (c) and (d) of the order are not applicable.

a) The Company has granted loan to twenty five parties aggregating to Rs. 413.75 Lacs. (Directors & Relatives)

b) In our opinion and according to the in formations and explanations given to us. The rate of interest wherever applicable and other terms and conditions are not prime facie prejudicial to the interest of the company.

c) In respect of the loan granted by the company, most of the loans are interest free and interest is being charged only from single party named M/S Suhaag Emporium.

d) The Company has not taken any loan, secured and unsecured to/from companies, firms or other parties as per the register maintained u/s 301 of the companies act, 1956.

4. In our opinion and according to the in formations and explanations given to us, internal control procedures are not adequate in commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

5. As explained to us, and according to the information and explanations given to us. there are no transactions that need to be entered in register maintained in pursuance of section 301 of the Companies Act. 1956 and exceeding the value of five lakhs rupees in respect of each party during the financial year.

6. In our opinion and according to the in formations and explanations given to us, the company has compiled with the directions issued by RESERVE BANK. OF INDIA and the provisions of section 58A and section 58AA of the Companies Act, 1956 and the rules framed there under as applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. In our opinion, the internal audit system of the company is not commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost records under section 209 (1)(d) of the Companies Act. 1956. The provision is not applicable to the company.

9. In respect of statutory dues :

a. According to the records of the company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have not been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable except listing fees of Rs. 170100/-.

b. According to the record of the company there are no dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Excise Duty and Cess as on date.

10. There are no accumulated losses during the year and there is no cash loss during the financial year covered by our audit.

11. Based on our audit procedures and according to in formation and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues of financial institutions and banks.

12. In our opinion and according to in formations and explanation given to us. no loans and advances have been granted by the Company on the basis of security by way of pledge shares, debentures and other securities.

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

14. The Company has maintained proper records of transactions and contracts. In respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have held by the company in its own name.

15. In our opinion the terms and conditions on which the company has given guarantees for loans taken by others, from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not raised any new term loans during the year.

The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the in formation and explanations given to us and on an overall examination of the balance sheet of the company, in Our opinion funds raised on short term basis have not been used for long term investment and vice versa.

18. During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

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

21. According to the in formation and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For VAS & CO. Chartered Accountants PLACE: LUDHIANA. DATED:02-09-2012 (VINAY KUMAR GOYAL) PARTNER


Mar 31, 2011

We have audited the attached Balance Sheet of M/S NORTHLINK FISCAL & CAPITAL SERVICES LIMITED as at 31st. March 2011 and the Profit & Loss Account for the year ended annexed thereto 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in paragraph 2 above, were 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 accounts, as required by law, have been kept by the company, so far as appears from our examination of those books; subject to notes no. 3, 12, 13, & B-4 of schedule no. Xll in respect of notes on accounts.

c) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss account dealt with by this report comply with the mandatory Accounting Standards referred in sub section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31.03.2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in term 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 explanation given to us, the said account read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view, in conformity with the accounting principles generally accepted in India.

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2011.

ii) In so far as it relates to the Profit & Loss Account of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

1. In respect of its fixed assets :

a) The. Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories :

a) As explained to us, no inventories have been in store for physically verification by the management at regular intervals during the year.

b) The Company has not maintained any records of inventories. As explained to us, there is no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. According to the information and explanation given to us, the company during the year has granted loan to the firms/companies or other parties as per the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b) (c) and (d) of the order are not applicable.

a) The Company has granted loan to twenty six parties aggregating to Rs. 416.74 Lacs. (Directors & Relatives)

b) In our opinion and according to the in formations and explanations given to us. The rate of interest wherever applicable and other terms and conditions are not prime facie prejudicial to the interest of the company.

c) In respect of the loan granted by the company, most of the loans arc interest free and interest is being charged only from single party named M/S Suhag Emporium.

d) The Company has not taken any loan, secured and unsecured to/from companies, firms or other p arties as per the register maintained u/s 301 of the companies act, 1956.

4. In our opinion and according to the in formations and explanations given to us, internal control procedures are not adequate in commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

5. As explained to us, and according to the information and explanations given to us, there are no transactions that need to be entered in register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of five lakhs rupees in respect of each party during the financial year.

6. In our opinion and according to the in formations and explanations given to us, the company has compiled with the directions issued by RESERVE BANK OF INDIA and the provisions of section 58A and section 58AA of the Companies Act, 1956 and the rules framed there under as applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. In our opinion, the internal audit system of the company is not commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost records under section 209 (l)(d) of the Companies Act, 1956. The provision is not applicable to the company.

9. In respect of statutory dues :

a. According to the records of the company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have not been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable except listing fees of Rs. 170100/-.

b. According to the record of the company there are no dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Excise Duty and Cess as on date.

10. There are no accumulated losses during the year and there is no cash loss during the financial year covered by our audit.

11. Based on our audit procedures and according to in formation and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues of financial institutions and banks.

12 In our opinion and according to in formations and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge shares, debentures and other securities.

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

14. The Company has maintained proper records of transactions and contracts. In respect of trading in securities, debentures and other investments and timely entries have been made, therein. All shares, debentures and other investments have held by the company in its own name.

15. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others, from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the in formation and explanations given to us and on an overall examination of the balance sheet of the company, in Our opinion , funds raised on short term basis have not been used for long term investment and vice versa.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

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

21. According to the in formation and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For VAS & CO. Chartered Accountants PLACE: LUDHIANA. DATED: 01-09-2011 (VINAY KUMAR GOYAL) PARTNER

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