Auditor Report of Premier Capital Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Premier Capital Services 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 March 2015 and its 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; and

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

i) Having regard to the nature of the company's business/activity/result clauses (i), (ii), (vi), (ix), (x), (xi) of the order are not applicable to the company.

ii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iii) In our opinion according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

iv) The company has not accepted any deposits from public.

v) A) According to the information and explanation given to us the company is generally regular in depositing undisputed statutory dues including Income Tax, Service Tax, Excise Duty, Sales tax and any other statutory dues. There are no outstanding statutory dues for a period of more than six month from the date they become payable.

B) According to the information and explanation given to us the following dues of income tax have not been deposited by the company on account of disputes:

Name of Nature of Amount (in ) Statute Dues

Income Income Tax 15,573,740.00/- Tax and Interest

Name of the Statute Period to which the Forum where amount relates dispute is pending

Income Tax Assessment Year CIT (A), Mumbai 2012-13

vi) The Company has accumulated losses of Rs. 17568064.78/- at the end of the financial year and has not incurred any cash losses in the financial year and in the immediately preceding financial year.

vii) Based on the audit procedures performed and information and explanation given to us by the management, we report that no fraud on or by the company had been noticed or reported during the course or our audit.

For Bipin Zavar & Associates Chartered Accountants (FRN 121523W)

PLACE: MUMBAI DATED: 18/05/2015

Sd/- Bipin P. Zavar (Proprietor) Membership No. 110250

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Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

3. 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 misstatements.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for audit opinion.

4. Opinion

In our opinion and to our 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 case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

b) In the case of the Statement of Profit and Loss, of the Profit of the company for the year ended on that date, and

c) 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 and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 accounts are required by the law have been kept by the company, so far as appears from our examination of the books.

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

Annexure to the Auditors report of the even date to the members:

i) Having regard to the nature of the company''s business/activity/ result clauses (i), (ii), (viii), (x), (xi), (xii), (xiii), (xv), (xvi), (xvii), (xix), (xx) of the order are not applicable to the company.

ii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iii) In our opinion according to the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

iv) A) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Act have been properly entered in the said register.

B) In our opinion and according to the information and explanations given to us the transactions entered in the registers maintained under section 301 and exceeding during the year by Rupees five lakh in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

v) The company has not accepted any deposits from public.

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

vii) A) According to the information and explanation given to us the company is generally regular in depositing undisputed statutory dues including Income Tax, Service Tax, Excise Duty, Sales tax and any other statutory dues. There are no outstanding statutory dues for a period of more than six month from the date they become payable.

B) According to the information and explanation given to us the company has no disputed dues of sale tax/ income tax/ excise duty/cess and any other statutory dues.

viii) The company is dealing or trading in shares, securities, debentures. As informed to us the company has maintained proper records and the investments are held in its own name.

ix) During the year, the company has not made any preferential allotment of share to parties covered in the Register maintained under section 301 of the Act.

x) Based on the audit procedures performed and information and explanation given to us by the management, we report that no fraud on or by the company had been noticed or reported during the course or our audit.

For S.C. Maheshwari & Associates Chartered Accountants FRN: 105852W Place : Mumbai Date : May 30, 2014 Sd/- S.C. Maheshwari Proprietor Membership No.: 009606

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of M/s. PREMIER CAPITAL SERVICES LIMITED (the "company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 misstatements.

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 audit opinion.

4. Opinion

In our opinion and to our 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 case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013.

b) In the case of the Statement of Profit and Loss, of the Profit of the company for the year ended on that date, and

c) 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 and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 accounts are required by the law have been kept by the company, so far as appears from our examination of the books.

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

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

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

Annexure to the Auditors report of the even date to the members:

i) A) The company has maintained proper records to show full particulars including quantitative details & situation of its fixed assets.

B) The fixed assets have been physically verified by the management during the year in our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and the nature of the assets. The discrepancies noticed have been properly dealt with in the book of accounts.

ii) A) As informed to us, the inventory of the company is with depository participants. The periodic statement of depository participants shows the stock lying with them on behalf of the Company.

B) In our opinion and according to the information and explanations given to us, the company is maintaining proper record of inventory.

iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion according to the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) A) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Act have been properly entered in the said register.

B) In our opinion and according to the information and explanations given to us the transactions entered in the registers maintained under section 301 and exceeding during the year by Rupees five lakh in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from public.

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

viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the company.

ix) A) According to the information and explanation given to us the company is generally regular in depositing undisputed statutory dues including Income Tax, Service Tax, Excise Duty, Sales tax and any other statutory dues. There are no outstanding statutory dues for a period of more than six month from the date they become payable.

B) According to the information and explanation given to us the company has no disputed dues of sale tax/ income tax/ excise duty/ cess and and any other statutory dues.

x) The company does not have any accumulated losses nor has incurred any cash loss for the year neither in preceding financial year.

xi) Based on our audit procedure and on the information and explanations by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) The Company has not given any guarantee for loans taken by others from bank or financial institution.

xiii) Based on our examination and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other security.

xiv) The company is not a chit/nidhi/natural benefit fund/ society and clauses xii of the order is not applicable.

xv) The company is dealing or trading in shares, securities, debentures. As informed to us the company has maintained proper records and the investments are held in its own name.

xvi) The company has not taken any term loan during the year.

xvii) As company has not raised any short term borrowings/ loans, question of its use does not arise.

xviii) During the year, the company has made preferential allotment of share to parties covered in the Register maintained under section 301 of the Act. As per the information and explanation given to the price at which shares have been issued is not prejudicial to the interest of the company.

xix) The company did not have any outstanding debentures during the year.

xx) The company has raised money by way of preferential issue during the year. As per the information and explanation given to us, the company has utilized the proceeds of preferential issue for the purpose for which it has been raised.

xxi) Based on the audit procedures performed and information and explanation given to us by the management, we report that no fraud on or by the company had been noticed or reported during the course or our audit.

For S.C. MAHESHWARI & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 105852W

PLACE : MUMBAI sd/-

DATED : MAY 30, 2013 S.C. Maheshwari

Proprietor

M.No.9606

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. PREMIER CAPITAL SERVICES LIMITED as at 31st March, 2012 and also the Profit and Loss Account of the Company for the Year ended on that date annexed there to. These financial statements are the responsibility of the Company's Management, Our responsibility is to express an opinion on these financial statements based on our audit:

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

3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of Section 227(4A) 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 in so far as they are applicable to the company.

4. Further to our comments in the Annexure referred to in paragraph in (3), we state 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 are required by the law have been kept by the company, so far as appears from our examination of the books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

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

(e) On the basis of the written representation received from the Director's and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as a directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

(f) In our opinion and to our best of our information and according to the explanation given to us, the Profit & Loss A/c. and Balance Sheet read together with other notes thereon in Schedule 16 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 case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

(ii) In the case of the Profit and Loss Account, of the Profit of the company for the year ended 31st March, 2012;

(iii) In case of Cash Flow Statement, of the cash flow for the year ended 31st March, 2012

Annexure to the Auditors report of the even date to the members:

i) A) The company has maintained proper records to show full particulars including quantitative details & situation of its fixed assets.

B) The fixed assets have been physically verified by the management during the year in our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and the nature of the assets. The discrepancies noticed have been properly dealt with in the book of accounts.

ii) A) As informed to us, the inventory of the company is with depository participants. The periodic statements of depository participants shows the stock lying with them on behalf of the Company.

B) In our opinion and according to the information and explanations given to us, the company is maintaining proper record of inventory.

iii) As informed to us, during the year the company has not taken unsecured loan from the parties covered in the Register maintained under section 301 of the Act.

iv) In our opinion according to the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) A) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Act have been properly entered in the said register.

B) In our opinion and according to the information and explanations given to us the transactions entered in the registers maintained under section 301 and exceeding during the year by Rupees five lakh in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from public.

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

viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the company.

ix) A) According to the information and explanation given to us the company is generally regular in depositing undisputed statutory dues including Income Tax, Service Tax, Excise Duty, Sales tax and any other statutory dues. There are no outstanding statutory dues for a period of more than six month from the date they become payable.

B) According to the information and explanation given to us the company has no disputed dues of sale tax/ income tax/ excise duty/ cess and and any other statutory dues.

x) The company has neither any accumulated losses at the end of the financial year nor has incurred cash losses during the year.

xi) Based on our audit procedure and on the information and explanations by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) The Company has not given any guarantee for loans taken by others from bank or financial institution.

xiii) Based on our examination and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other security.

xiv) The company is not a chit/nidhi/natural benefit fund/ society and clauses xii of the order is not applicable.

xv) The company is dealing or trading in shares, securities, debentures. As informed to us the company will take up the process of NBFC.

xvi) The company has not taken any term loan during the year.

xvii) As company has not raised any short term borrowings/ loans, question of its use does not arise.

xviii) During the year, the company has not made any preferential allotment of share of parties and companies covered in the Register maintained under section 301 of the Act.

xix) The company did not have any outstanding debentures during the year.

xx) The company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanation given to us by the management, we report that no fraud on or by the company had been noticed or reported during the course or our audit.

For S.C. MAHESHWARI & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE : MUMBAI FRN : 105852W

DATED : MAY 30, 2012

Sd/-

S.C. Maheshwari

Proprietor

M.No.9606

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Mar 31, 2009

We have audited the attached Balance sheet of PREMIER CAPITAL SERVICES LIMITED, as at 31st March,2009 and the relative Profit & Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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 resonable assurance about whether the financial statements are free of material mis-statement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a resonable 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 ,and on the basis of such checks as we considered appropriate ,and according to the information and explanation given to us , we enclose in the annexture a statment on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the company Further to our comments in the annexture refered to above , we report that >

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

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

iii) The Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement dealt by this report are in compliance with the Accounting Standards referred to in Section 211 (3c) of the Companies Act, 1956.

v) On the basis of written representation received from all the Directors of the Company and the information and explanation as made available, Directors of the Company do not prima facie have any disqualification as referred to in Clause (g) of Sub-Section (1) of the Section 274 of the Act, 1956.

vi) Subject to the foregoing in our opinion and to the best of our information and according to the explanation given to us , the said financial statments, read together with the notes thereon give the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in confirmity with the accounting priciples generally accepted in india;

a) In the case of Balance Sheet , of the state of affairs of thecompany as at 31 st ,March 2009 and

b) In the case of profit & Loss Account of Profit of the company for the year ended on that date

c) In the case of Cash Flow Statment of the Cash Flows for the year ended on that date

Annexture to the Auditors Report of Premier Capital Services Ltd. For the year endedd 31 st March „2009( Referred to in paragraph (3) thereof)

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

b. The management has carried out physical varification of fixed assets during the year and no material discrepencies were noticed on such varification. In our opinion ,the frequancy of physical verification of fixed assets is resonable.

c.In our opinion , no substaintial part of Fixed Assets have been dispossed off during the year by the company.

2. a. Inventories has been physically varified by the management during the year .In our opinion , the frequency of verification is resonable.

b. In our opinion , the procedure of physical varification of inventory followed by the management are resonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book stocks were not material and the same have been properly dealt with in the books of accounts.

3. a. In our openion and according to the information and explanation given to us , the company has granted loans to two parties covered in the register u/s 301 of the Companies Act ,1956. The outstanding balance as on 31.03.09 was Rs.79,24,907/- and the maximum balance outstanding was Rs. 81,03,637/-.

b. In our opinion and according to the information and explaination given to us ,the Company has taken loan from one of the parties covered in registered u/s 301 of the Companies Act ,1956 during the year The outstanding balance as on 31.03.2009 was Rs. 6,04,554/- and the maximum balance outstanding was Rs.6,31,597/-.

c The terms and conditions of such loan given/accepted were not prejudicial to the interest of the Company.

d. In our opinion and according to the explanation given to us the company is regular in paying/ receiving the princpal and interest amount as stipulated.

4. In our opinion and according to the information and explanations given to us, there are adequate internal controal procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness have been noticed in the internal control system.

5. a. In our opinion and according to the information and explanations given to us, transactions that need to be entered into the Register maintained in pursuance of 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 no transactions have been made in pursuance of contracts/arrangements entered in the register maintained u/s 301 of the Companies Act and exceeding the value of five lakh rupees in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public during the year.

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

8. As explained to us, that the Central Government has not prescribed the maintenance of cost records by the company under section 209(1 Xd) of the Companies Act, 1956.

9. a. According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Providend 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. According to information and explanation given to us, there are no undisputed arears of statutory dues which have remained outstanding as at 31 st March, 2009 for a period of more than six months from the date they became payable.

b. As at 31st March 2009 according to the records of the company and the information and explanations given to us, there are no dues on account of Income Tax, Sales Tax and other matters that have not been deposited on account of any dispute.

10. The company has incurred Profit during the financial year covered by our audit and also in the financial year immediately preceding such financial year.

11. According to information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

13. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society, therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has no dealings in shares, Securities and Debentures during the year. Therefore, the provisions of Clause 4(xiv) of the order are not applicable to the Company.

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

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 utilised short term fund for short term purpose only .

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

19. The Company has not issued any debenture during the year.

20. The company has not made any public issue during the year.

21. 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 our audit.



PLACE : INDORE FOR M.MEHTA & CO. Charatered Accountants DATE : 30.07.2009 P.R.Bandi (Partner) M.NO. 16402

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Mar 31, 2000

We have Audited the attached Balance Sheet of PREMIER CAPITAL SERVICES LIMITED as at 31st March, 2000 and the Profit & Loss Account for the year ended on that date annexed there to. We report as that:-

1. 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.

2. In our opinion, proper books of account as required by law have been kept by the Company as far as appears from our examination of the Books.

3. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of Account.

4. In our opinion the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred to in Sub-Section 3(C) of section 211 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes on schedule XII thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March 2000 and

ii) In the case of Profit and Loss Account of the Company loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph (1) of our Report of even date on the accounts for the year ended 31st March,2000 of PREMIER CAPITAL SERVICES LIMITED)

As required by the Manufacturing and other Companies (Auditors Report) order 1988 issued by the Company Law Board U/S 227 (4-A) of the Companies Act,1956 and on the basis of such checks as we considered appropriate we further state that :-

1. The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. The Management has informed wherever practicable, physical verification of all major items of fixed assets has been carried out during the year and no material discrepancies between the book records and physical verification have been noticed.

2. None of the fixed assets have been revalued during the year.

3. The stock in trade of shares has been physically verified by the management at the end of the year. No material discrepancies were notice or such verification as compared to the book records. Stock of the shares are in the name of company. In our opinion the valuation of above mentioned stocks is fair and proper in accordance with the normally accepted accounting principles.

4. The Company has not given any loans or advances in the nature of loans during the year.

5. 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, with regard to purchase of materials, equipment and other assets.

6. In our opinion and according to information and explanation given to us, the Company has properly maintained investment register Further all the investments have been held by the Company in its own name.

7. In our opinion and according to the information and expiations given to us, the Company has complied with the applicable Provisions of Section 58-A of the Companies Act, 1956 and with directives issued by the Reserve Bank of India whereever applicable.The Companys Application for registration with Reserve Bank of India has been rejected.

8. The Company did not have internal audit system during the year under review.

9. We are informed that Provision of Provident fund act and ESIC act are not applicable to the Company.

10. According to the information and explanations given to us, Company is liable to pay Interest Tax of Rs. 24983.00/- for Assessment year 94-95 & 95-96. However no Un-disputed amounts is payable in respect of Income-Tax, Sales-Tax, Custom duty and Excise duty outstanding as at March 31, 2000 for a period of more than six months from the date they became payable.

11. The Company has not granted any loans and advances on the basis of Security by way of pledge of Shares,Debebture or other similar Securities.

12. The Special Statutes applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

13. The Company has not dealt in or traded in Shares, Securities debebture or other Investments. The Shares and Debenture acquired by the Company by way of investments are held by the Company in its own name.

14. The Company is not a Sick Industrial Company within the meaning of clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special provision) Act,1985, as this Company does not fail under this act

15. No other matter specified in the above order is applicable to the Company.

FOR M. MEHTA & CO. CHARTERED ACCOUNTANTS

(P.R. BANDI) PARTNER.

PLACE:INDORE DATE:31/07/2000.