Auditor Report of Shri Niwas Leasing and Finance Ltd.

Mar 31, 2015

I have audited the accompanying financial statements of M/s Shri Niwas Leasing & Finance Limited which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to 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 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness pf 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

My responsibility is to express an opinion on these financial statements based on my audit. I have taken into account the provisions of the act, the accounting and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made thereunder. I conducted my audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that I 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.

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

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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 31st March, 2015;

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

(C) In the case of the Cash Flow Statement, of the Cash Outflows 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, I give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008,1 give in the annexure 'II', a statement on the matters specified in paragraph 3 & 4 of the said directions.

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

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

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

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

d) in my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Rules, 2014.

e) The Provision of Section 73 of the Companies Act, 2013 are not applicable to the company.

f) on the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31s1 March, 2015, from being appointed as a director in terms of section 164(2) of the act.

ANNEXURE T TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SHRI NIWAS LEASING & FINANCE LIMITED as at and for the year ended 31st March, 2015, I report that:

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

2. The company does not have any inventories as at the date of the Balance Sheet because all its purchases of shares etc. has been shown in under the head of Investments.

3. (a) In my opinion and according to the information and explanations given to me, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) In View of the facts mentioned in Point No- a, above the provisions of clause regarding reasonableness of interest charges or paid are not applicable to the company during the year under report.

4. In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and for the sale of such stock-in- trade and services. Further, on the basis of my examination of books and records of the company and according to the information and explanations given to me, I have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In my opinion and according to the information and explanations given to me , the company has not accepted deposits as the company is a non banking Financial company the provision of section 73 & 74 are not applicable.

6. I have been informed that maintenance of cost records has not been prescribed by the Central Government of the Companies Act, for the year under review.

7. (a) The company is generally regular in depositing undisputed statCitory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanations given to me, there is pending tax demand is as follows:

Sr. No. Act Appeal Assessment Amount of Pending Year demand Before

1. Income Tax CIT (A) 2006-07 10,10,977 Act

8. The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by my audit, as well as in the immediately preceding financial year.

9. Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions of paragraph 4 (xi) of the order regarding default in repayment of dues to a financial institution or bank or debenture holders doesn't arise.

10. According to the information and explanations given to me, the Company has not given any guarantees for loans taken by others from a bank or financial institution.

11. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

12. Based on the audit procedures performed and the information and explanations given to me, I report that no fraud on or by the Company has been noticed or reported during the year, nor have I been informed of such case by the management.

CA. SUMIT ARORA (Chartered Accountant) M. No. 513784 '

Place: New Delhi Date: 18.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of SHRI NIWAS LEASING & FINANCE LIMITED which comprise the Balance Sheet as at March 31, 2014, 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 and 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;

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

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

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

e) The provisions of section 58A of the Companies Act, 1956 are not applicable to the company. Further, as required by NBFC auditor''s report (RBI) directions, 1998 we report that: -

f) 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.

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

a) The Company has applied for registration as provided in section 45 IA of the RBI Act, 1934 and it has received registration certificate bearing No. B - 14.00808 dated 20.05.1998

b) The Board of Directors has passed a resolution for non-acceptance of any public deposit.

c) The company has not accepted any public deposit during the relevant year.

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING & FINANCE LIMITED, for the year ended 31st March 2014;

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any fixed assets during the year.

2. The company does not have any inventories as at the date of the Balance Sheet because all its purchases of shares etc. have been treated as Investments.

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

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are no accumulated losses in the company. The company has neither incurred cash loss in the current financial year nor in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

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, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

14. The Company has maintained proper records of the transactions and contracts regarding dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

21. During the course of our examination of the books of account 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 fraud on or by the company, noticed or report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants FRN - 023419N

Sd/- CA. Gaurav Jain Partner M.No. 506695

Delhi, April 12th 2014

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Mar 31, 2013

We have audited the accompanying financial statements of M/s Shri Niwas Leasing and Finance Limited which comprise the Balance Sheet as at March 31, 2013. 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 and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 21 1 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation anci 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 o^ 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 31,2013;

(b) in the case of the Profit and Loss Account, of the loss 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.

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 iaw have been kept by the Company so far as appears from our examination of those books

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (30 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

ANNEXURE TO THE AUDITOR''S REPORT

Referred to in paragraph (3) of our report of even date of SHRINIWAS LEASING AND FINANCE LIMITED, for the year ended 3151 March 2013;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company.

2. (a) On the basis of information and explanation provided by the management, Inventories and investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

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

(c) In our opinion, the company is maintaining proper records of inventory. We have been exp ained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, thee is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are accumulated losses in the company but it does not exceed 50% of its Net Worth. The company has not incurred cash loss in the current financial year but there was cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us. the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The company has not granted any loans and advances on the basis ot security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Amended) Order 2004 are not applicable to the company.

14. The Company has maintained proper records of the transactions and contracts regarding dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

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

For Gaurav Ashok Jain & Associates Chaptered Accountants FRN 023419N

(Gaurav Jain) Partner M.No. 506695 Delhi, May 13th 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of SHRI NIWAS LEASING & FINANCE LIMITED as at 31st March 2012 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain 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 statements presentation. We believe that our audit provides a reasonable basis or our opinion.

As required by the Companies (Auditor''s Report) Order (Amended), 2004, issued by the Central Government of India, in terms of Section 227(4A), of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

c. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts;

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

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

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

II. In the case of the Profit & Loss Account of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING & FINANCE LIMITED, for the year ended 31st March 2012;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company

2. (a) On the basis of information and explanation provided by the management, Inventories/ Investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

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

(c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute within 6 months form the date they become payable.

10. There are accumulated losses in the company but it does not exceed 50% of its net worth. The company has incurred cash loss in the current financial year but there was no cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

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, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

14. The Company has maintained proper records of the transactions and contracts regarding dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

21. During the course of our examination of the books of account 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 fraud on or by the company, noticed or report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants

FRN- 023419N (Gaurav) Partner M.No. 506695

Delhi, 3rd September, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of SHRI NIWAS LEASING AND FINANCE LIMITED as at 31st March 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor s Report) Order (Amended), 2004, issued by the Central Government of India, in terms of Section 227(4A), of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the annexure referred to above, 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 pure ose of our audit;

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

c. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts;

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

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

In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

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

II. In the case of the Profit & Loss Account of the Loss ot the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS5 REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING AND FINANCE LIMITED, for the year ended 31* March 2011;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company.

2. (a) On the basis of information and explanation provided by the management. Inventories and Investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion, procedures for physical verification of inventory followed by the management are reasonable ano adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. we have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review depositing undisputed statutory

9. (a) The company is generally regular in depositing undisputed statutory dues induding Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues wtth the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of Income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are accumulated losses in the company but it does not exceed 50% of its Net worth. The company has not incurred cash loss in the current financial year but there was cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

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, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

14. The Company has maintained proper records of the transactions and contracts regarding dealing or trading in shares, securities debentures and other investments and timely entries have been made therein. The shares, securities debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

20. The company has not raised any money by public issues during the year. out in and

21. During the course of our examination of the books of account 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 fraud on or by the companny, noticed or report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants

Sameer Jain Partner M.No. 512653 Camp: Delhi Date: 17.05.2011