Auditor Report of Shivansh Finserve Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SHIVANSH FINSERVE LIMITED (Formerly Mansarovar Financial Services Limited) ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 standalone 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 loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in 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 and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the 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; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements if any

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 Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(i) The Company does not have any Fixed Assets for the periods under consideration.

(ii) The Company does not have any Inventories for the period under consideration

(iii) The Company has not granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act,2013('The Act')

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Company is not required to maintained cost records as per Section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, ESIC, income tax, sales tax, wealth tax, Excise service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(viii) According to the information and explanations 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, 2013 and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and it has incurred no cash losses in the current financial year and Rs. 106,139 in the immediately preceding financial year.

(ix) The Company is regular in repayment of dues to bank and there is no default in repayment of dues.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year or in our opinion and according to the information and explanation given to us the Company has applied the term loans prima facie for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For, ASHOK RAJPARA & ASSOCIATES Chartered Accountants [FRN.116124W]

Place: Ahmedabad Date: 29.05.2015 SD/- CA ASHOK RAJPARA Proprietor [M. No. 100559]

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Mansarovar Financial Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the Statement of Profit and Loss, of the profit 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 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.

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, 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 sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors 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.

f. The company has made investment of Rs. 20.00 Lacs in Mansarovar Paper & Industries Limited. The company has been declared sick company. But in view of the recent developments in the various matters, it seems that the company might be in a situation to recover the same investment amount (Refer note no. 3.6 in notes to accounts)

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

Annexure to Auditors' Report

Referred to in Paragraph 1 of the Auditors' Report of even date to the Members of M/s Mansarovar Financial Services Limited on the financial statement for the year ended 31st March, 2014.

i) The Company has not owned any fixed assets during the year. Hence, this provision is not applicable.

ii) The company does not have any inventories during the year. Hence, the provisions of clause ii of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

iii) The Company has neither taken nor granted secured or unsecured loans during the year from companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) On the basis of information and explanations given to us it seems that there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of the fixed assets, inventory and sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal controls has been noticed.

v) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit as per the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

vii) As per the information and explanation given by the management, we are of the opinion that the company has an internal audit system commensurate with the size and nature of its business.

viii) In our opinion, the Central Government has not prescribed maintenance of Cost records under section 209 (i) (d) of the Companies Act, 1956 (1 of 1956).

ix) (a) According to the information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee's state insurance income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable

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

x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) According to the information and explanations given to us, the company has not taken any loan and / or from bank, financial institution or debenture holder. Accordingly, the provisions of clause (xi) the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xii) As per the information and explanation given to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

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

xiv) In our opinion, the company is not dealing in any shares, securities, debentures and other investments. Hence, the provisions of this clause are not applicable to the company.

xv) According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from bank or financial institution.

xvi) As per the information and explanation given to us and on an overall examination, we are of the opinion that the company has not raised any term loan during the year.

xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long term investments by the company.

xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares. Accordingly, the provisions of clause (xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xix) According to the information and explanations given to us, the company has not issued debenture. Accordingly, the provisions of clause (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xx) During the year, the company has not raised money by public issue. Accordingly, the provisions of clause (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xxi) Based upon the audit procedures performed and as per the information and explanations given to us 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 SSRA & CO. CHARTERED ACCOUNTANTS PLACE: DEHRADUN DATE: 30.05.2014 (RUSHIN SINGHAL) Pan AACFS6403P M.NO. 092874

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Mar 31, 2013

1. We have audited the attached Balance Sheet of M/S MANSAROVAR FINANCIAL SERVICES LIMITED, NAJIBABAD as at 31st March, 2013 and the Profit & Loss Account annexed thereto 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 auditing standards generally accepted in India. Those standards require that a plan and perform the audit to obtain reasonable assurance 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 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that:

i. 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;

ii. In our opinion proper books of accounts as required by the law have been kept by the Company so far as appears from our examination of the books;

iii. The Balance Sheet and Profit & Loss account dealt with by this report are in agreement with the books of account;

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

v. On the basis of information and explanation given to us by the management, we are of opinion that prima facie, none of the Directors are disqualified under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, for being appointed as Director of the Company.

vi. a, The Company has invested Rs. 20.00 Lacs in Mansarovar Paper & Industries Ltd (MPIL). The Company MPIL has been declared as Sick Company. Hence there is permanent dimution in the value of investment in Share of the said Company, which has not been provided in the Books,

b. That the Provision for non-performing assets amounting to Rs. 339490.00 has not made in respect of Debtors outstanding for the period more than six months as per Reserve Banks of India Direction, 1998.

c. As per the observation made in para no. vi. a & b, above been considered the investments and debtors ( net of provision) would have been nil as against reported figures of Rs. 20,00,000.00 and Rs. 3,39,490.00 respectively and Profit & Loss A/C debit balance would have been higher by Rs. 23,39,490.00.

d. That the Company is continuous in default of payment of listing fees of U.P. Stock Exchange, Kanpur from several years.

Subject to above, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read with other notes thereon given the information required by the Companies Act, 1956, in the manner so require and give a true and fair view in conformity with the accounting principles generally accepted in India;

a. in so far it relates to the Balance Sheet of the State of Affairs the company as at 31st March, 2013

b. in so far it relates to the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF M/S MANSAROVAR FINANCIAL SERVICES LIMITED .NAJIBABAD

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets, these fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed by the management on such verification.

2. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business. The company maintain proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books were not material.

3. As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to/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 explanations given to us there are adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time

6. The Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanation given to us the Company has an internal audit system commensurate with the size and the nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed Maintenance of Cost Records under section 209 (i) (d) of the Companies Act, 1956 for the products of the Company.

9. a. According to the information and explanations given to us and on the basis of our examination of the books of accounts the Company is regular in depositing undisputed statutory dues applicable to it with the appropriate authorities.

b. According the information and explanation given to us there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Custom Duty, and Excise Duty which have been remained outstanding as at 31.03.2013 for a period of more than six months from the date they became payable.

10. There are accumulated losses of the Company of Rs. 132132.00 and current year losses of Rs. 13118.00 previous year Rs. 13118.00.The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The Company has no defaulted in repayment of dues to financial Institutions and Banks.

12. According the information and explanation given to us and based on the documents and records produced before us, the Company has not granted loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the nature of activities of the Company docs not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. The Company has maintained the proper records of transaction and contract in respect of trading in shares, securities, debentures and other investments.

15. According the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained term loans.

17. We have been informed by the management that the funds raised on short term basis have not been used for long term investment and vice-versa. 18 19 20 21

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. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed, information and explanation given by the Management, we report that no frauds on or by the Company has been noticed or reported during the course of our

FOR SSRA & CO. CHARTERED ACCOUNTANTS

CAMP : NAJIBABAD DATE :21.08.2013

(RUCHIN SINGHAL) Pan AACFS6403P M.NO. 092874

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S MANSAROVAR FINANCIAL SERVICES LIMITED, NAJIBABAD as at 31st March. 2012 and the Profit & Loss Account annexed thereto for (he 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 auditing standards generally accepted in India. Those standards require that a plan and perform the audit to obtain reasonable assurance 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 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that:

i. 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;

ii. In our opinion proper books of accounts as required by the law have been kept by the Company so far as appears from our examination of the books:

iii. The Balance Sheet and Profit & Loss account dealt with by this report are in agreement with the books of account;

iv. In our opinion the Balance Sheet and the Profit and boss Account comply with Accounting Standards referred to in sub-section (3C) of the section 211 of Companies Act. 1956.

v. On the basis of information and explanation given to us by the management, we are of opinion that prima facie, none of the Directors are disqualified under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. for being appointed as Director of the Company.

vi. a. The Company has invested Rs. 20.00 Lacs in Mansarovar Paper & Industries Ltd l MPILj .The Company MPIL has been declared as Sick Company. Hence there is permanent dimution in the value of investment in Share of the said Company, which has not been provided in the Books.

b. That the Provision for non-performing assets amounting to Rs. 339490.00 has not made in respect of Debtors outstanding for the period more than six months as per Reserve Banks of India Direction,1998.

c. As per the observation made in para no. vi. a & b. above been considered the investments and debtors ( net of provision) would have been nil as against reported figures of Rs. 20,00,000.00 and Rs. 3,39,490.00 respectively and Profit & Loss A/C debit balance would have been higher by Rs. 23,39,490.00.

d. That the Company is continuous in default of payment of listing fees of U.P. Stock Exchange, Kanpur from several years.

Subject to above, in our opinion and to the best of our informal ion and according to the explanation given to us , the said accounts read with other notes thereon given the information required by the Companies Act, 1956, in the manner so require and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in so far it relates to the Balance Sheet of the State of Affairs the company as at 31stMarch, 2012

b. in so far it relates to the Profit and Loss Account, of the loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF M/S MANSAROVAR FINANCIAL SERVICES LIMITED NAJIBAHAl)

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets, these fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed by the management on such verification.

2. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company. And the nature of its business. The company maintain proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books were not material.

3. As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to/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 explanations given to us there are adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us. there arc no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time

6. The Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanation given to us the Company has an internal audit system commensurate with the size and the nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed Maintenance of Cost Records under section 209 (ii (d) of the Companies Act. 1956 for the products of the Company.

9. a. According to the information and explanations given to us and on the basis of our examination of the books of accounts the Company is regular in depositing undisputed statutory dues applicable to it with the appropriate authorities.

b. According the information and explanation given to us there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Custom Duty, and Excise Duty which have been remained outstanding as at 31,03.2012 for a period of more than six months from the date they became payable.

10. There are accumulated losses of the Company of Rs. 1058%.00 and current year losses of Rs. 13118.00 previous year Rs. 13600.00.The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The Company has no defaulted in repayment of dues to financial Institutions and Banks.

12. According the information and explanation given to us and based on the documents and records produced before us, the Company has not granted loans &. advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/socicties.

14. The Company has maintained the proper records of transaction and contract in respect of trading in shares, securities, debentures and other investments.

15. According the information and explanation given to us. the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained term loans.

17. We have been informed by the management that the funds raised on 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. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed, information and explanation given by the Management, we report that no frauds on or by the Company has been noticed or reported during the course of our audit.

FOR SSRA & CO. CHARTERED ACCOUNTANTS

PLACE. NAJIBABAD DATE : 31.08.2012 (RICHIN SINGHAL) Name : Ruchin Singhal, PARTNER Address : Bharat Complex,Kohvali Road, Najibabad-246 763 Distt. Bijnor U.P. Pan AACFS6403P M.NO. 092874

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S MANSAROVAR FINANCIAL SERVICES LIMITED, NAJIBABAD as at 31st March, 2011 and the Profit & Loss Account annexed thereto 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 auditing standards generally accepted in India. Those standards require that a plan and perform the audit to obtain reasonable assurance 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 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that:

i. 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'

ii. In our opinion proper books of accounts as required by the law have been kept by the Company so far as appears from our examination of the books;

iii. The Balance Sheet and Profit & Loss account dealt with by this report are in agreement with the books of account;

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

v. On the basis of information and explanation given to us by the management, we are of opinion that prima facie, none of the Directors are disqualified under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, for being appointed as Director of the Company.

vi, a. The Company has invested Rs. 20.00 Lacs in Mansarovar Paper & Industries Ltd ( MPIL)The Company MPIL has been declared as Sick Company. Hence there is permanent dimution in the value of investment in Share of the said Company, which has not been provided in the Books.

b.That the Provision for non-performing assets amounting to Rs. 339490.00 has not made in respect of Debtors outstanding for the period more than six months as per Reserve Banks of India Direction,1998.

c. As per the observation made in para no. vi. a & b, above been considered the investments and debtors ( net of provision) would have been nil as against reported figures of Rs. 20,00,000.00 and Rs. 3,39,490.00 respectively and Profit & Loss A/C debit balance would have been higher by Rs. 23,39,490.00.

d. That the Company is continuous in default of payment of listing fees of U.P. Stock Exchange, Kanpur from several years.

Subject to above, in our opinion and to the best of our information and according to the explanation given to us , the said accounts read with other notes thereon given the information required by the Companies Act, 1956, in the manner so require and give a true and fair view in conformity with the accounting principles generally accepted in India;

a. in so far it relates to the Balance Sheet of the State of Affairs the company as at 31st March, 2011

b. in so far it relates to the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF M/S MANSAROVAR FINANCIAL SERVICES LIMITED ,NAJIBABAD

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets, these fixed assets have been physically verified by the management at reasonable intervals and we are informed that no material discrepancies were noticed by the management on such verification.

2. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company. And the nature of its business. The company maintain proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books were not material.

3. As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to/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 explanations given to us there are adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time

6. The Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanation given to us the Company has an internal audit system commensurate with the size and the nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed Maintenance of Cost Records under section 209 (i) (d) of the Companies Act, 1956 for the products of the Company.

9. a. According to the information and explanations given to us and on the basis of our examination of the books of accounts the Company is regular in depositing undisputed statutory dues applicable to it with the appropriate authorities.

b. According the information and explanation given to us there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Custom Duty, and Excise Duty which have been remained outstanding as at 31.03.2011 for a period of more than six months from the date they became payable.

10. There are accumulated losses of the Company of Rs. 92296.00 and current year losses of Rs. 13600.00 previous year Rs 14406.00.The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The Company has no defaulted in repayment of dues to financial Institutions and Banks.

12. According the information and explanation given to us and based on the documents and records produced before us, the Company has not granted loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. The Company has maintained the proper records of transaction and contract in respect of trading in shares, securities, debentures and other investments.

15. According the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained term loans.

17. We have been informed by the management that the funds raised on 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. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed, information and explanation given by the Management, we report that no frauds on or by the Company has been noticed or reported during the course of our audit.

FOR SSRA & CO. CHARTERED ACCOUNTANTS

PLACE. NAJIBABAD DATE : 29.08.2011 (RICHIN SINGHAL) Name : Ruchin Singhal, PARTNER Address : Bharat Complex,Kohvali Road, Najibabad-246 763 Distt. Bijnor U.P. Pan AACFS6403P M.NO. 092874