Auditor Report of Richfield Financial Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Richfield Financial Services Ltd. ('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 Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in the section 134(S) 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 include maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud 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 misstatements, whether due to fraud or error.

Auditors' Responsibility

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

We have taken into account the provision of the Act and the Rules made thereunder including the accounting and auditing standards and the matters which are required to be included in the audit report.

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 misstatements. An audit involves performing procedure 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 risk 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 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 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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. 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 & Loss and the 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 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of section 164(2) of the Act.

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

i. The Company does not have any pending litigations which would impact its financial position in its financial statements;

ii. The Company does not have any long term contracts including derivatives contracts for which there were any material foreseeable losses; and

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

3. As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions, namely the following: -

a) The Company, incorporated prior to January 9, 1997, has applied for registration as provided in section 4S-IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India and the Registration No. is 05.00093 dated 18.02.1998.

b) The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph I under ' Report on Other Legal and Regulatory Requirements' section of our report of even date)

I. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

II. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, 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 inventory records, in our opinion, the Company is maintaining proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

III. The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii) (b) of the Order are not applicable to the company.

IV. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

V. According to the information and explanations given to us, the Company has not accepted any Deposit from the public within the meaning of section 73 to 76 of the Act and the rule made thereunder. Accordingly, the provisions of Clause 3(v) of the Order are not applicable to the Company.

VI. To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of activities carried out by the Company. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

VII. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 315t March, 2015 for a period of more than six months from the date of became payable.

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

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 19S6 (I of 19S6) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

VIII. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

IX. The Company has no dues payable to a financial institution or a bank or debenture- holders during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

X. The Company has not given any guarantees for loans taken by others from banks or Financial Institutions. Accordingly, the provisions of clause 3(x) of the Order are not applicable.

XI. The Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3 (xi) of the Order are not applicable.

XII. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For More V & Co. Chartered Accountants Firm Reg. No. 312033E

16B, Roberts Street (P K SHYAMSUKHA) Kolkata-700012 Partner May 30, 2015 M. No. S3220

---

Mar 31, 2014

We have audited the accompanying financial statements of Richfield Financial Services Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. We have signed under reference to this report.

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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with the General Circular 08/2014 dated April 4, 2014 of the Ministry of Corporate Affairs. 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 requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity'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 audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon gives 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 31st March 2014.

b) In the case of the Statement of Profit & Loss of the Profit of the Company for the year ended on that date.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") 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 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet and Statement of Profit and Loss, and Cash Flow Statement dealt with this report comply with the Accounting Standards notified under the Act read with the General Circular No. 08/2014 dated April 4, 2014 of the Ministry of Corporate Affairs.

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

3. As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions, namely the following: -

a) The Company, incorporated prior to January 9, 1997, has applied for registration as provided in section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India and the Registration No. is 05.00093 dated 18.02.1998.

b) The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date)

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

(b) Fixed Assets have been physically verified by the management according to a phased programme designed to cover all the items over a period, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been notified on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantially part of Fixed assets has not been disposed off by the company during the Year.

2) The company does not hold any inventories within the meaning of inventories, as defined in Accounting Standard - 2 (Rev) issued by ICAI and therefore Clause 4(ii) of the Companies (Auditor's Report) Order 2003 is not applicable.

3) (a) According to the information and explanations given to us, the Company has not granted any loans, Secured or unsecured , from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of order are not applicable to the Company and hence not commented upon.

(b) According to the information and explanations 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. Accordingly, the provisions of clause 4(iii)(e) to (g) of order are not applicable to the Company and hence not commented upon.

4) In our opinion and 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 for the purchase of Inventory & Fixed assets & sale of goods and Services. Further, on the basis of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to the correct major weaknesses in the aforesaid internal control system.

5) 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 there were no transactions during the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956 and as such clause v (b) is not applicable.

6) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion the company has not accepted any public deposit and hence there is no contravention to the directives of Reserve Bank of India and the provision of Sections 58A and 58AA of the Act and the rules framed there under. We are informed by the management that no order has been passed by the National Company Law Tribunal under Sections 58A and 58AA.

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

8) We have been informed by the management that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of activities carried out by the company.

9) a) According to the records of the Company, The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth-tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

10) The Company does not have any accumulated losses at the end of the Financial Year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders as at the balance sheet date.

12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the order are not applicable to the company.

13) As the Provisions of any special statute applicable to chit fund/ nidhi/mutual benefit fund/societies are not applicable to the company, the provisions of clause 4(xiii) of the order are not applicable to the company.

14) In our Opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the in its own name.

15) In our Opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the company for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the company.

16) The company has not raised any money through term loan and consequently do not have any term loan outstanding as at the end of the year.

17) On the basis of information received from the management and based on our examination of the balance sheet of the company, we find that the funds raised on a short-term basis have not been used for long- term investment and vice-versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) According to the records of the company, the company has not issued any debentures.

20) The Company has not raised any money by public issue during the year. Accordingly the provisions of Clause 4(xx)of the order are not applicable to the Company.

21) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of materials fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For MORE V & CO. Chartered Accountants Firm Registration No. 312033E

16B, Roberts Street Sd/- Kolkata - 700 012 P K SHYAMSUKHA May 30, 2014 Partner Membership No. 53220

---

Mar 31, 2013

We have audited the accompanying financial statements of Richfield Financial Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon gives 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 31st March 2013.

b) In the case of the Statement of Profit & Loss of the Profit of the Company for the year ended on that date.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") 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 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

3. As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions, namely the following: -

a) The Company, incorporated prior to January 9, 1997, has applied for registration as provided in section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India and the Registration No. is 05.00093 dated 18.02.1998.

b) The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) There was no Substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2) The company does not hold any inventories within the meaning of inventories, as defined in Accounting Standard - 2 (Rev) issued by ICAI and therefore Clause 4(ii) of the Companies (Auditor's Report) Order 2003 is not applicable.

3) (a) As informed to us the Company has not taken any loan but has granted a loan to a party (continuing from earlier years) covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount of which involved during the year and the year-end balance is Rs. NIL/-and Rs. Nil/-, respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loan is not prima facie prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, the borrower has been regular in repaying the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and are repayable on demand. Accordingly, Paragraph 4 (iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of loan granted to the body corporate listed 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 procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory & Fixed assets & sale of goods. There is no continuing failure to correct major weakness in the internal control.

5) 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 there were no transactions during the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956 and as such clause v (b) is not applicable.

6) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion the company has not accepted any public deposit and hence there is no contravention to the directives of Reserve Bank of India and the provision of Sections 58A and 58AA of the Act and the rules framed there under. We are informed by the management that no order has been passed by the National Company Law Tribunal under Sections 58A and 58AA.

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

8) We have been informed by the management that the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of activities carried out by the company.

9) a) According to the records of the Company, The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth-tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

10) The Company has no accumulated losses as at 31.03.2013 and it has not incurred cash losses during the financial year but had incurred the same in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders.

12) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) On the basis of our examinations of the companies' records, we are of the opinion that the company is maintaining adequate records regarding transactions and contracts relating to dealing / trading in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

15) According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The company has not raised any money through term loan and consequently do not have any term loan outstanding as at the end of the year.

17) On the basis of information received from the management and based on our examination of the balance sheet of the company, we find that the funds raised on a short-term basis have not been used for long-term investment and vice-versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) According to the records of the company, the company has not issued any debentures.

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

21) Based on information and explanations furnished by the management, there were no frauds on or by the Company noticed or reported during the course of our audit.

For MORE V& CO. Chartered Accountants Firm Registration No. 312033E 16B, Roberts Street Sd/- Kolkata - 700 012 PKSHYAMSUKHA May 30, 2013 Partner Membership No. 53220

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. RICHFIELD FINANCIAL SERVICES LIMITED |as at 31st March 2012 the Statement of Profit and Loss Account for the year ended on that date annexed thereto 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.

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

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

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

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 so far as appears from our examination of those books;

3. The Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Statement Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of the 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;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes appearing in Notes on Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the statement of Profit & Loss account of the Loss of the Company for the year ended on that date.

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

As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions, namely the following: -

1. The Company, incorporated prior to January 9, 1997, has applied for registration as provided in section 45-1A of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India and the Registration No. is 05.00093 dated 18.02.1998.

2. The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

3. The Company has not accepted any public deposits during the year under reference.

4. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) There was no Substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2) The company does not hold any inventories within the meaning of inventories, as defined in Accounting Standard - 2 (Rev) issued by ICAI and therefore Clause 4(ii) of the Companies (Auditor's Report) Order 2003 is not applicable.

3) (a) As informed to us the Company has not taken any loan but has granted a loan to a party (continuing from earlier years) covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount of which involved during the year and the year- end balance is Rs. NIL/- and Rs. Nil /-, respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loan is not prima facie prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, the borrower has been regular in repaying the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and are repayable on demand. Accordingly, Paragraph 4 (iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of loan granted to the body corporate listed 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 procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory & Fixed assets & sale of goods. There is no continuing failure to correct major weakness in the internal control.

5) 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 there were no transactions during the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956 and as such clause v (b) is not applicable.

6) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion the company has not accepted any public deposit and hence there is no contravention to the directives of Reserve Bank of India and the provision of Sections 58A and 58AA of the Act and the rules framed there under. We are informed by the management that no order has been passed by the National Company Law Tribunal under Sections 58A and 58AA.

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

8) We have been informed by the management that the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of activities carried out by the company.

9) a) According to the records of the Company, The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth-tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

10) The Company has no accumulated losses as at 31.03.2012 but it has incurred some cash losses during the financial year whereas there was no cash loss in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders.

12) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) On the basis of our examinations of the companies' records, we are of the opinion that the company is maintaining adequate records regarding transactions and contracts relating to dealing / trading in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

15) According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The company has not raised any money through term loan and consequently do not have any term loan outstanding as at the end of the year.

17) On the basis of information received from the management and based on our examination of the balance sheet of the company, we find that the funds raised on a short-term basis have not been used for long-term investment and vice-versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) According to the records of the company, the company has not issued any debentures.

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

21) Based on information and explanations furnished by the management, there were no frauds on or by the Company noticed or reported during the course of our audit.

For More V & Co. Chartered Accountants Firm Reg. No. 312033E

16B, Roberts Street P K Shyamsukha Kolkata - 700 012 Partner May 31,2012 M. No. 53220

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. RICHFIELD FINANCIAL SERVICES LIMITED as at 31st March 2011 the Profit and Loss Account for the year ended on that date annexed thereto 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.

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

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

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

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 so far as appears from our examination of those books;

3. The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of the 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;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes appearing in Notes on Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Profit & Loss account of the Profit of the Company for the year ended on that date.

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

As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions, namely the following: -

1. The Company, incorporated prior to January 9, 1997, has applied for registration as provided in section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India and the Registration No. is 05.00093 dated 18.02.1998.

2. The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

3. The Company has not accepted any public deposits during the year under reference.

4. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) There was no Substantial disposal of fixed assets during the year, which would affect the going concern of the Company.

2) The company does not hold any inventories within the meaning of inventories, as defined in Accounting Standard - 2 (Rev) issued by ICAI and therefore Clause 4(ii) of the Companies (Auditor's Report) Order 2003 is not applicable.

3) (a) As informed to us the Company has not taken any loan but has granted a loan to a party (continuing from earlier years) covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount of which involved during the year and the year- end balance is Rs. Nil /- and Rs. Nil /-, respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loan is not prima facie prejudicial to the interest of the company.

(c) In respect of the aforesaid loan, the borrower has been regular in repaying the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and are repayable on demand. Accordingly, paragraph 4 (iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of loan granted to the body corporate listed 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 procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory & Fixed assets & sale of goods. There is no continuing failure to correct major weakness in the internal control.

5) 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 there were no transactions during the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956 and as such clause v (b) is not applicable.

6) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion the company has not accepted any public deposit and hence there is no contravention to the directives of Reserve Bank of India and the provision of Sections 58A and 58AA of the Act and the rules framed there under. We are informed by the management that no order has been passed by the National Company Law Tribunal under Sections 58A and 58AA.

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

8) We have been informed by the management that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of activities carried out by the company.

9) a) According to the records of the Company, The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, wealth-tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

10) The Company has no accumulated losses as at 31.03.2011 and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders.

12) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) On the basis of our examinations of the companies' records, we are of the opinion that the company is maintaining adequate records regarding transactions and contracts relating to dealing / trading in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

15) According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The company has not raised any money through term loan and consequently do not have any term loan outstanding as at the end of the year.

17) On the basis of information received from the management and based on our examination of the balance sheet of the company, we find that the funds raised on a short-term basis have not been used for long-term investment and vice-versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) According to the records of the company, the company has not issued any debentures.

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

21) Based on information and explanations furnished by the management, there were no frauds on or by the Company noticed or reported during the course of our audit.

For More V & Co. Chartered Accountants Firm Reg. No. 312033E

16B, Roberts Street P K Shyamsukha Kolkata - 700 012 Partner May 31,2011 M. No. 53220