Auditor Report of Pro Clb Global Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Provestment Services Limited ("The Company"), which comprise the Balance Sheet as at March 31, 2015, 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 Standalone 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 Section 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.

3. Auditor's Responsibility

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

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

We conducted our audit in accordance with Standards on Auditing specified under section 143(10). 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 the 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 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 financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2015;

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

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

5. Emphasis of Matters *(only if applicable)

(a) Without qualifying our opinion, we draw attention to note no. 3.38 to the financial statements which describes the amount recoverable under joint venture amounting Rs. 5,04,36,946/- whereas we are unable to comment on recovery of the said amount as the company has not make any provision against the said amount.

(b) Without qualifying our opinion, we draw attention to note no. 3.32 to the financial statements regarding with the related parties. There were material transactions with the various related parties with whom the company entered into contract.

6. 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that: a (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 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 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 the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The company has adequate internal financial controls system in place and such control are operating effectively.

(g) 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 does not have any pending litigations which would impact its financial position.

II. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report (Year 2014-2015)

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that all assets are verified at least once in every three years and physical verification should be properly documented.

ii) (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and no discrepancies were noticed on physical verification as compared with the book records but as regards Shares and Securities no proper records have been maintained.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, paragraph 3(iii)(a) and 3(iii)(b) of the order is not applicable to the company.

iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency, shares & securities).

v) According to the information and explanation given to us, the company has not accepted any deposits from the public during the year covered by our audit report.

vi) The maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

vii) (a) According to the books and records as produced and examined by us in accordance with Generally Accepted Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, employee state insurance, income tax, wealth tax, service tax, sales tax, value added tax, excise duty, cess and other material statutory dues have generally been regularly deposited by the company with the appropriate authorities in India.

(b) According to the records of the company, there are no dues of sales-tax, income-tax, service tax, customs tax, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the companies act,1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

viii) The Company has no accumulated losses at the end of the financial year The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

ix) Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

x) According to the information and explanation given to us, the company has provided corporate guarantee for Euro 2,41,993.11 (Equivalent INR 1,62,80,000 as on 31.03.2015) favouring UBS AG Switzerland on behalf of Pro Labels Private Limited. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

xi) On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

xii) To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 30.05.2015

(CA. Arun Ahuja) Partner

For Ahuja Arun & Co.

Chartered Accountants M No.089709, FRN-012985N

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Mar 31, 2014

We have audited the accompanying financial statements of Provestment Services Limited which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss Account and 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

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 Accounting Standards notified under the Companies Act 1956 (the Act) read with the General Circular 15/2013 dated 13* September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, whether due to fraud and 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 our qualified 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to note no. 3.31, 3.35 & 3.36 regarding transactions with related parties. There was material movement of funds at various times among related parties with whom the companies entered into contracts.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the order.

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

a) We have obtained all the information and explanation, 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

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 (and with the returns received from branches not visited by us);

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

e) On the basis of written representations received from the Directors, as on 31s1 March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 3151 March, 2014 from beinsj appointed as a Director in terms of clause
Annexure to the Auditors'' Report (Year 2013-2014)

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that ail assets are verified at least once in every three years and physical verification should be properly documented.

(c) The company has not disposed off a*substantial part of its fixed assets during the year and the going concern status of the company is not affected except the vehicles sold for Rs. 10.75 lacs but it does not affect the going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and no discrepancies were noticed on physical verification as compared with the book records but as regards Shares and Securities no proper records have been maintained.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) The Company has given loans to two parties covered in the register maintained under section 301 of the Act. The opening balance is Rs. Nil, maximum amount outstanding at any time during the year is Rs 2.21 lacs and closing balance is Rs.Nil.

(b) As per the information and records made available, the rate of interest and other terms and conditions of loans granted by the company are prima facie not prejudicial to the interest of the company except to the extent that there are no covenants with regard to the repayment/payment of loan and interest thereon and security;

(c) In respect of aforesaid loans granted, whether the amount (principal as well as interest) has been repaid/paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment/ payment of the amount;

(d) As per the information given to us and on the basis of records made available to us, the company has taken reasonable steps for the recovery of the overdue amount;

(e)As per the information and records made available, the Company has taken unsecured loans from two companies listed in the register maintained under section 301 of the Act. The opening balance is Rs. Nil, the maximum amount involved at any time during the period was aggregating to Rs. 159 lacs and the closing balance is Rs. 140 lacs.

(f) As per the information and records made available, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the company.

(g) In respect of aforesaid loans taken, whetner the amount (principal as well as interest) has been paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment of the amount;

4. In our opinion and according to the information and explanation given to us, the company has an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency shares & securities).

5. (a) As explained to us and 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 particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) As explained to us and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, is not applicable to the Company.

9. (a) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, and cess were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(b) According to the records of the company, there are no dues of sales-tax, income- tax, service tax, customs tax, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. a) According to the information and explanations given to us proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein in respect of shares, securities, debentures and other investments dealt with or traded by the company;

b) As explained to us, the Shares, Securities or Debentures and other securities have been held by the Company, in its own name.

15. According to the information and explanation given to us, the company has provided corporate guarantee for Euro 3,63,000 (Equivalent INR 298.30 lacs as on 31.03.2014) favouring UBS AG Switzerland on behalf of Pro Labels Private Limited. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

16. On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

17. According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short- term basis have not prima facie, been used during the year for long - term investment and vice versa except permanent working capital.

18. We are informed that 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 issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audh.

For Ahuja Arun & Co. Chartered Accountants

Sd/- (CA. Arun Ahuja) Partner M No.089709, FRN-012985N

Place: New Delhi Date: 30/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Provestment Services Limited which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss Account and 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

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 Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, whether due to fraud and 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 Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to note no. 3.30 regarding transactions with related parties. There was material movement of funds at various times among related parties with whom the companies entered into contracts.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the order.

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

a) We have obtained all the information and explanation, 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

c) The Balance Sheet, Profit and Loss account and Cash flow statement dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

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 Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2013 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 Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

Annexure to the Auditors'' Report (Year 2012-2013)

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that all assets are verified at least once in every three years and physical verification should be properly documented.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and the discrepancies were noticed on physical verification as compared with the book records.

3. (a) As per the information and records made available, the Company has granted unsecured loans to five companies listed in the register maintained under section 301of the Act. The maximum amounts involved during the period were aggregating to Rs. 1.07crores with nil balances as at the close of year.

(b) As per the information and records made available, the rate of interest and other terms and conditions of loans granted by the company are prima facie not prejudicial to the interest of the company except to the extent that there are no covenants with regard to the repayment/payment of loan and interest thereon and security;

(c) In respect of aforesaid loans granted, whether the amount (principal as well as interest) has been repaid/ paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment/ payment of the amount;

(d) As per the information given to us and on the basis of records made available to us, the company has taken reasonable steps for the recovery of the overdue amount;

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency, shares & securities) subject to the internal control procedure need to be strengthened. We are informed that the management is taking further steps to strengthen the internal control procedures.

5. (a) As explained to us and 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 particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) As explained to us and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. The Company has an internal audit system, the scope and coverage of which in our opinion, is required to be enlarged to be commensurate with the size and nature of its business.

8. The maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, is not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, and cess were outstanding, as at 31st March, 2013 for a period of more than six months from the date they become payable.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year.

11. Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. a) According to the information and explanations given to us proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein in respect of shares, securities, debentures and other investments dealt with or traded by the company;

b) As explained to us, the Shares, Securities or Debentures and other securities have been held by the Company, in its own name.

15. 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.

16. On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

17. According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have not prima facie, been used during the year for long – term investment and vice versa except permanent working capital.

18. We are informed that 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 issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 30/05/2013 Sd/-

(CA. Arun Ahuja)

Partner For Ahuja Arun& Co.

Chartered Accountants

M No.089709, FRN-012985N

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Mar 31, 2012

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2012, and also the Profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

a) We have obtained all the information and explanation, 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.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

e) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

I) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

II) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

PROVESTMENT SERVICES LIMITED

Annexure to the Auditors' Report (Year 2011-2012)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any Fixed Assets during the year.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining reasonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, during the year the company has not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, during the year the company has applied shares worth Rs 777.66 lacs in three companies covered in the register maintained under section 301 of the Companies Act 1956. Due to non allotment of shares, the company received refund of share application money amounting Rs. 857.51 lacs. During the year, the Company has advanced Rs. 300 lacs to one of the Party covered in the register maintained under section 301 for Joint Venture in Real Estate Business.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (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 particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company.

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. 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.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 3.13 crores and Rs. 4.77 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that 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 issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 14/08/2012

(CA. Arun Ahuja) Partner

For Ahuja Arun & Co.

Chartered Accountants

M No.089709, FRN-012985N

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Mar 31, 2011

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2011, and also the Profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

a) We have obtained all the information and explanation, 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.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

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

I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011.

II) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

III) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report (Year 2010-2011)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verifi ca- tion which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off vehicle for Rs. 0.85 lacs, but the same does not affected the concept of going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining rea- sonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, during the year the company has not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, during the year the company has applied shares worth Rs 1054.30 lacs in five companies covered in the reg- ister maintained under section 301 of the Companies Act 1956. Due to non allotment of shares, the company received refund of share application money amounting Rs. 921.30 lacs. As at the close of year, the share application money pend- ing allotment with these companies amounting Rs. 133.00 Lacs.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system com- mensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the manage- ment, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2011 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. 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.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 2.42 crores and Rs. 3.13 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that 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 issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

(CA. Arun Ahuja) Partner For Ahuja Arun & Co. Chartered Accountants M No.089709, FRN-012985N

Place : New Delhi Date : 18/08/2011

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Mar 31, 2010

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2010, and also the Profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

a) We have obtained all the information and explanation, 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.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

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

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

I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010.

II) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

III) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT (Year 2009-2010)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verifi ca- tion which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off vehicle for Rs. 1.80 lacs, but the same does not affected the concept of going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in rela- tion to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining rea- sonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, the company has during the year not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. During the year the company has applied shares worth Rs 34.30 lacs in four companies covered in the register maintained under section 301 of the Companies Act, but due to non allotment of shares the same was received as refund by the company.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system com- mensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the manage- ment, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrange- ments entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2010 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. 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.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 2.25 crores and Rs. 2.43 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that 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 issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AHUJA ARUN & CO. Chartered Accountants

Sd/- (ARUN AHUJA) Partner

Place : New Delhi Dated : 17/07/2010