Auditor Report of Valuemart Retail Solutions Ltd.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of VALUEMART RETAIL SOLUTIONS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of the 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"). 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 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 revaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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, the state of affairs of the Company as at March 31, 2013

b) In the case of the Statement of Profit and Loss, the loss 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 Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with 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, 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.

ANNEXURE TO AUDITORS REPORT

(Referred to in paragraph 1 of our Report of Even date)

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

b. All the Fixed Assets have not been physically verified by the Management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. The Company has disposed-off all its fixed assets during the year under review. However, such disposal does not affect the going concern concept.

2 The Company''s nature of operation does not require it to hold any inventory and hence the provisions of clause (ii) are not applicable.

3 a. The Company has taken loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Company Act 1956. However, nature of the loan is not prima facie prejudicial to the interests to the Company.

b. As per information furnished to us, the Company has not granted any loans to companies covered in the register maintained under Section 301 of the Company Act 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets. The activities of the company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

5 On the basis of audit procedures performed by us and according to the information and explanations given to us, we are of the opinion that, all transactions in which Directors were interested and all transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act have been so entered.

6 As the Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made thereunder, clause (VI) of the order is not applicable.

7 In our opinion, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable checking of its financial and other records.

8 According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

9 The Company is generally regular in depositing with appropriate authorities undisputed statutory due vlicable to it. There were no arrears as at 31.03.2013 for a period of more than six months from the date they became payable.

10 The Company has an accumulated loss amounting to Rs. 24,95,324/- at the end of the financial year; including cash losses for the current year and in the immediately preceding financial year. However, we are of the opinion that these losses do not materially affect the going concern concept of the Company..

11 The Company has neither taken any loans from financial institutions and banks nor issued any debentures. Accordingly Clause 4(xi) of the order is not applicable.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other securities, Accordingly Clause 4(xii) of the order is not applicable.

13 The Company is not a Chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4(xiii) of the order is not applicable.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other instruments. Accordingly, Clause 4(xiv) of the order is not applicable.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions. Accordingly, Clause 4(xv) of the order is not applicable.

16 The Company has not availed any term loans. Accordingly, Clause 4(xvi) of the order is not applicable.

17 According to the information and explanations given to us the Company has not raised any funds on short-term basis. All assets have been funded by shareholders funds.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Company Act 1956. Accordingly, Clause 4(xviii) of the order is not applicable. However, the Company has allotted 16,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Non-Promoters and Strategic Investors on 08-02-2013 on a preferential basis.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the order is not applicable to the Company.

20 The Company has not raised any money by way of public issues. Accordingly, clause (xx) of the order is not applicable to the Company.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.



For M/s SREENIVASAN & GOVARDHAN Firm Registration Number: 007168S

Chartered Accountants





K. N. GOVARDHAN

PLACE: Bangalore Partner

DATE: August 14, 2013 Membership No. 201442

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Mar 31, 2012

1) We have audited the attached Balance Sheet of "VALUEMART RETAIL SOLUTIONS LIMITED" (Formerly Residency Projects and Infratech Limited) as at 31st March, 2012 and also the Statement of Profit and Loss for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. Preparation of these financial statements is the responsibility of the Company''s Management. Our responsibility is to express an opinion on these statements based on our audit.

2) We conducted our audit in accordance with Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The 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, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure hereto 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 in paragraph 2 above, we state 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, the Company has kept proper books of accounts as required by Law so far, as appears from our examination of such books.

c) The Balance Sheet and the Statement of Profit and Loss referred to in this report are in agreement with the books of accounts of the Company.

d) In our opinion, the Balance Sheet and the Statement Profit and Loss comply with the Accounting Standards, referred to in sub section 3(C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors, as on 31st March 2012, taken on record by the Board of Directors, we report that none of the 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 of the Companies Act, 1956

f) The Company has been advised not to transact Housing Finance activities by the National Housing Bank (NHB) and accordingly the Company has not undertaken any Housing Finance activity during the year under report and is only engaged in recovery of past dues.

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

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

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

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

ANNEXURE TO AUDITOR''S REPORT

(Referred to in paragraph 1 of our Report of Even date)

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

b. All the Fixed Assets have not been physically verified by the Management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. The Company has not disposed off any fixed assets during the year under review.

2 The Company''s nature of operation does not require it to hold any inventory and hence the provisions of clause (ii) are not applicable.

3 a. The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Company Act 1956.

b. As per information furnished to us, the Company has not granted any loans to companies covered in the register maintained under Section 301 of the Company Act 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate the size of the Company and the nature of its business with regard to purchase of fixed assets. The activities of the company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

5 On the basis of audit procedures performed by us and according to the information and explanations given to us, we are of the opinion that, all transactions in which Directors were interested and all transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act have been so entered.

6 As the Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made thereunder, clause (VI) of the order is not applicable.

7 In our opinion, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable checking of its financial and other records.

8 According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

9 The Company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it. There were no arrears as at 31.03.2012 for a period of more than six months from the date they became payable.

10 The Company does not have any accumulated losses at the end of the financial year; however it has incurred cash losses of Rs. 18,50,277/- in the current financial year and we are of the opinion that these losses do not materially affect the going concern concept of the Company.

11 The Company has neither taken any loans from financial institutions and banks nor issued any debentures. Accordingly Clause 4(xi) of the order is not applicable.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other securities, Accordingly Clause 4(xii) of the order is not applicable.

13 The Company is not a Chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4(xiii) of the order is not applicable.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other instruments. Accordingly, Clause 4(xiv) of the order is not applicable.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions. Accordingly, Clause 4(xv) of the order is not applicable.

16 The Company has not obtained any term loans. Accordingly, Clause 4(xvi) of the order is not applicable.

17 According to the information and explanations given to us the Company has not raised any funds on short-term basis. All assets have been funded by shareholders funds.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Company Act 1956. Accordingly, Clause 4(xviii) of the order is not applicable.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the order is not applicable to the Company.

20 The Company has not raised any money by way of public issues. Accordingly, clause (xx) of the order is not applicable to the Company.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.

For M/s SREENIVASAN & GOVARDHAN

Chartered Accountants

DATE: 25.08.2012 (K N GOVARDHAN)

PLACE: Bangalore Partner

Membership No. 201442

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Mar 31, 2011

1) We have audited the attached Balance Sheet of "RESIDENCY PROJECTS & INFRATECH LIMITED" (Formerly RESIDENCY HOUSING FINANCE LIMITED) as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. Preparations of 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.

2) We conducted our audit in accordance with Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The 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,as amended by the Companies (Auditor’s Report) (Amendment) Order , 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act,1956 , we enclosed in the Annexure hereto 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 in paragraph 2 above, we state 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, the Company has kept proper books of accounts as required by Law so far, as appears from our examination of such books.

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

d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards, referred to in sub section 3(c) of Section 211 of the Companies Act, 1956 to the extent applicable.

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

f) The Company has been advised not to transact Housing Finance activities by the National Housing Bank (NHB) and accordingly the company has not undertaken any Housing Finance activity during the year under report and is only engaged in recovery of past dues.

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

i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31,2011 ;

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

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

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 1 of our Report of Even date)

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

b. All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. The Company has disposed of all fixed assets during the year under review, but such disposal does not affect the going concern concept.

2 The Companys nature of operation does not require it to hold any inventory and hence the provisions of clause (ii) are not applicable.

3 a. The company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the register maintained Under Section 301 of the Company Act 1956.

b. As per information furnished to us, the company has not granted any loans to companies covered in the register maintained Under Section 301 of the Company Act 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate the size of the Company and the nature of its business with regard to purchase of fixed assets. The activities of the company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

5 On the basis of audit procedures performed by us and according to the information and explanations given to us, we are of the opinion that, all transactions in which Directors were interested and all transactions that needs to be entered in the register maintained in pursuance of Section 301 of the Act, have been so entered

6 As the Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act,1956 and the rules made thereunder, clause (VI) of the order is not applicable.

7 In our opinion, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable checking of its financial and other records.

8 According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government Under Section 209 (1) (d) of the Companies Act, 1956.

9 The company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it. There were no arrears as at 31.03.2011 for a period of more than six months from the date they became payable.

10 The Company does not have any accumulated losses at the end of the financial year however it has incurred cash losses in the current financial year only.

11 The Company has neither taken any loans from financial institutions and banks nor issued any debentures. Accordingly Clause 4(xi) of the order is not applicable.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other securities, Accordingly Clause 4(xii) of the order is not applicable.

13 The Company is not a Chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4(xiii) of the order is not applicable.

14 According to the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other instruments. Accordingly, Clause 4(xiv) of the order is not applicable.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions. Accordingly, Clause 4(xv) of the order is not applicable.

16 The Company has not obtained any term loans. Accordingly, Clause 4(xvi) of the order is not applicable.

17 According to the information and explanations given to us the Company has not raised any funds on short-term basis. All assets have been funded by shareholders funds.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Company Act 1956. Accordingly, Clause 4(xviii) of the order is not applicable.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the order is not applicable to the Company.

20 The Company has not raised any money by way of public issues. Accordingly, clause (xx) of the order is not applicable to the Company.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.



For M/s SREENIVASAN & GOVARDHAN Chartered Accountants



K. N.GOVARDHAN Partner Membership No.201442

Date : 30.05.2011 Place: Bangalore

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Mar 31, 2010

We have audited the attached Balance Sheet of "RESIDENCY PROJECTS & INFRATECH LIMITED", (Formerly RESIDENCY HOUSING FINANCE LIMITED) as at 31st March, 2010 and also the related Profit and Loss Account for the year ended on that date annexed there to and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order,

3. Further to our comments in the Annexure referred in Para 2 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 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 and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section 3(c) of Section 211 of the Companies Act, 1956 ;

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 in conformity with the accounting principles generally accepted in India :

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii. In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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



ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph (2) of our report of even date)

1. a. The Company has maintained proper records showing full particulars, including quantitative

details and situation of Fixed Assets.

b. All the Fixed Assets have not been physically verified by the management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c. There was no disposal of a substantial part of fixed assets.

2. The Companys nature of operations does not require it to hold inventories. Accordingly Clause 4(ii) of the Companies (Auditors Report) Order, 2003 (the Order) is not applicable.

3. a. The Company has not taken any loans, secured or un-secured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. The Company has granted loans to a Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 83,00,000-00

c. According to the information and explanations given to us, we are of the opinion that the rate of interest charged on loan given by the Company to other Companies in which one of the Directors of the Company is interested is prima facie prejudicial to the interest of the Company on account of the reasons that the rate of interest charged is lower than the interest rate prevailing in the market.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of the audit.

5. On the basis of audit procedures performed by us and according to the information, explanation and representations given to us, we are of the opinion that, the transactions in which Directors were interested and which were required to be entered in the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. The Company has not accepted any deposits from the public and consequently, the directives issued by the National Housing Bank and the Reserve Bank of India, the provisions of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. The Company has no formal internal audit system as such but its control procedures ensure reasonable internal checking of its financial and other records.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company

9. The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues applicable to it. There were no arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

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

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures. Accordingly, Clause 4(xi) of the Order is not applicable.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, Clause 4(xii) of the Order is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, Clause 4{xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Clause 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, Clause 4{xv) of the Order is not applicable.

16. The Company has not obtained any term loans. Accordingly, Clause 4(xvi) of the Order is not applicable.

17. According to the information and explanations given to us, the Company has not raised any funds on short-term basis All assets have been funded by shareholders funds.

18. The Company has not made any 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

19. The Company has not issued any debentures. Accordingly, Clause 4(xix) of the Order is not applicable.

20. The Company has not raised any money by public issues during the year, Accordingly, Clause 4(xx) of the Order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for KOTHARI & KOTHARI

CHARTERED ACCOUNTANTS



MAHENDRALAL M. KOTHARI

Bangalore PROPRIETOR

31.07.2010 Membership No. 020570

Firm Regn. No. 001443S