Auditor Report of Surya India Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Surya India Limited which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in term of the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs); This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 Profit and Loss Account, of the profit for the year ended on that date; and

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.

Report on other Legal and Regulatory Requirements

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 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013

e) on the basis of written representations received from the directors as on 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) 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 OF THE AUDITOR'S REPORT

(Referred to paragraph (1) of Report on other legal and Regulatory Requirements" section of our report of even date)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to one company and one Society covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.14,40,34,948/- and the year end balance of such loan was Rs.11,90,26,250/-

(b) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions of the loans granted to the parties covered in the registered maintained under section 301 are not prima facie prejudicial to the interest of the company.

(c) The principal amounts are repayable on demand while interest is payable annually.

(d) There is no overdue amount of interest on loans granted to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(f) and (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time. As far as the income on account of :

Rent of premises, which was received by the company in which director/ director's relative is interested as shareholder;

The company has not given similar type of facilities to others. The management has informed us, that income so received, are reasonable, having regard to the market value of such facilities.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable,

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

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) Normally the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues as applicable to it.

Further, since the central government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in the position to comments upon the regularity or otherwise of the company in depositing the same.

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

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2014 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xviii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

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

for P. R. KUMAR & CO. Chartered Accountants Firm Reg. No.: 003186N

(DEEPAK SRIVASTAVA) Partner M. No. 501615 Place: New Delhi Dated: 28.05.2014

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Mar 31, 2013

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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accor dance with the Accounting Standards referred to in sub-section (3C) of section Nil 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.

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. 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 profit for the year ended on that date; and

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 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) 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 OF THE AUDITOR S REPORT

(Referred to paragraph (3) of our report of even date)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to one company and one Society covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 12,80,00,494/- and the year end balance of such loan was Rs. 7,66,02,415/-

(b) In our opinion rate of interest and other term and conditions on which loan have been granted to the company registered under section 301 as not prima facieses prejudicial to the interest of the companies.

(c) The companies have repaid the principal amount and interest as stipulated and condition of such loan.

(d) There is no overdue amount of interest and loan granted to the companies listed in the register maintained under section 301 of the Companies Act 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(e) to (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time. As far as the income on account of :

Rent of premises, which was received by the company in which director/ directors relative is interested as shareholder;

The company has not given similar type of facilities to others. The management has informed us, that income so received, are reasonable, having regard to the market value of such facilities.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable.

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

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax custom duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 20 ,3 for a period of more than six months from the date they became payable.

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2013 and has not incurred cash osses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xvjii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

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

for P. R. KUMAR & CO. Chartered Accountants Firm Reg/ No.: 003186N

(DEEPAK SRIVASTAVA) Partner M No. 501615 Place: New Delhi Dated :29th May, 2013

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Mar 31, 2012

1. We have audited the attached balance sheet of Surya India Limited, as at 31st March, 2012, the Statement of profit and loss account and also the cash flow statement for the year ended on the date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

i) 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;

ii) 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;

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

iv) In our opinion the balance sheet, statement of profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards as referred to sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2012;

(ii) In the case of statement of Profit & Loss Account, the Profit for the year ended on that date; and

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE OF THE AUDITOR'S REPORT

(Referred to paragraph (3) of our report of even date)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to two companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,90,16,203/- and the year end balance of such loan was Rs. 6,88,14,633/-

(b) In our opinion rate of interest and other term and conditions on which loan have been granted to the company registered under section 301 as not prima facieses prejudicial to the interest of the companies.

(c) The companies have repaid the principal amount and interest as stipulated and condition of such loan.

(d) There is no overdue amount of interest and loan granted to the companies listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(e) to (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable.

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

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues as applicable to it.

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

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2012 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xviii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

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

for P. R. KUMAR & CO. Chartered Accountants Firm Reg/ No.: 003186N

(DEEPAK SRIVASTAVA) Partner M No. 501615

PLACE: NEW DELHI DATED:3rd September, 2012