Auditor Report of Wallfort Financial Services Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To,

The Members of

M/s Wallfort Financial Services Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of Wall fort Financial Services Ltd. (“the Company”), which comprise the Balance Sheet as at March 31,2018 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'' Responsibility for the Financial Statements

The company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these financial statement that give a true and fair view of the Financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of Companies Act, 2013, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2018;

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date: and

c) in the case of 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. 2016,(“the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 specified under section 133 of Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors, as on March 31, 2018 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

f) With respect to the adequacy of the internal financial controls over financial reporting of the group and the operating effectiveness of such controls, refer to our separate report in Annexure ''B'' and

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

1The company has disclosed the impact of pending litigations on its financial position in its financial . statement.

2. The company does not have any long term contracts including derivative contracts for which there .were any material foreseeable losses

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

[Referred to in paragraph 1, under ''Report on other Legal and Regulatory Requirements'', in the

Independent Auditor''s Report of even date to the members of Wall fort Financial Services Ltd. (“the Company”) on the financial statements for the period ended March 31,2018.]

i. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. The company does not hold any immovable properties.

ii. The management has physically verified stocks of shares and debentures. In our opinion the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

iii. According to the information and explanation given to us the company has not advanced Unsecured Loans to the Companies, or other parties maintained under Section 189 of the Companies Act 2013.

iv. The provisions of section 185 and 186 of the Companies Act 2013 have been complied with by the company during the year under review.

v. The Company has not accepted any deposits from the public during the period under review. Accordingly paragraph 3(v) of the order is not applicable.

vi. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act 2013 for the products of the company. Accordingly paragraph 3(vi) of the order is not applicable.

vii. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, service tax, provident fund, investor education and protection fund, employee''s state insurance, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, provident fund, investor education and protection fund, employees state insurance, cess and other undisputed statutory dues were outstanding, at the period end, for a period of more than six months from the date they became payable.

According to the information and explanation given to us, there are no dues of income tax, service tax provident fund, investor education and protection fund, employees state insurance and cess that have not been deposited on account of any dispute.

The provisions relating to sales tax, wealth tax, custom duty, excise duty are currently not applicable to the company.

viii. The company does not have any loans or borrowings from any financial institution, government or debenture holders during the year. The company has availed bank overdraft facility from banks. It has not defaulted on the same.

ix. The company did not raise any money by-way of Initial Public Offer or further public offer and term loans during the year under review. Accordingly paragraph 3(ix) of the order is not applicable.

x. Based on the Audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has oeen noticed or reported during the course of our audit.

xi. According to the information and explanation given to us and based on our examination of the records of the company the company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 157 read with Schedule V of the Act.

xii. In our opinion and according to the information and explanations given to us, the company is : not a Nidni company. Accordingly paragraph 3(xii) of the order is not applicable.

xiii. According to the information and explanation given to us and based on our examination of the i ’ records of the company, transactions with related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanation given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him, requiring compliance with Section 192 of the CompaniesAct2013.

xvi. The company is not required to be registered as an NBFC under Section 45-IA of the RBI Act 1934

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of wall fort Financial Services Ltd.(''the Company'') as of 31 March 2018 in conjunction with our audit of the financial statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based ‘on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Companies Act, 2013

Auditors'' Responsibility .

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Companies Act. 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in ail material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Cur audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors ‘judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal -Financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail., accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, cr disposition of the Company''s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the ‘Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. Rakhecha & Company

Chartered Accountants

FRN NO.108490W

CA. Suresh B. Rakhecha

Place: Mumbai Proprietor

Date: 29/5/2018 M. No. 038560

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Mar 31, 2016

To,

The Members of

M/s Wailfort Financial Services Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of Wallfort Financial Services Ltd. ( the Company"), which, comprise the Balance Sheet as at March 31. 2016 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.

Management¹ Responsibility for the Financial Statements

The company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these financial statement 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 specific under section 133 of Companies Act, 2013, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company a no for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and 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 on the financial statements.

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 31,2016;

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

c) in the case of 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, 2016,{"the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act. we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

a) We have sought and obtained all [he 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 specified under section 133 of Companies Act, 2013_: read with rule 7 of the Companies (Accounts) Rules. 2014.

e) On the basis of the written representations received from the directors, as on March 31, 2C76 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164(2} of the Companies Act 2013 ._;

I) With respect to the adequacy of the internal financial controls over financial reporting of the group and the operating effectiveness of such controls, refer to our separate report in Annexure ''& and

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

1 The company has disclosed the impact of pending litigations on its financial position in its financial statement,

2 The company does not have any long term contracts including derivative contracts for which there were an y material foreseeable Losses

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

ANNEXURE A O THE AUDITORS REPORT

[Referred to in paragraph T, under Tie port on other Legal and Regulatory Requirements'', in the independent Auditor''s Report of even date to the members of Watffort Financial Services Ltd. ("The Company") on the financial statements for the period ended March 31,2016 )

i. The company is maintaining pro per records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. The company does not hold any immovable properties.

ii The management has physically verified stocks of shares and debentures. In our opinion the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

iii According to the information and explanation given to us the company has not advanced Unsecured Loans to the Companies, or other parties maintained under Section 189 of the Companies Act 2013,

iv. The provisions of section 185 and 186 of the Companies Act 2013 have been complied with by the company during the year under review.

v. The Company has not accepted any deposits from the public during the period under review. Accordingly paragraph 3(v) of the order is not applicable

vi To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records under section 148 {1) of the Companies Act 2013 for the products of the company. Accordingly paragraph 3(VI) of the order is not applicable.

vii. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax, provident fund, investor education and protection fund, employee''s state insurance, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax. provident fund, investor education and protection fund, employees stale insurance, cess and other undisputed statutory dues very outstanding, at the period end for a period of more than six months from the date the - became payable except Service Tax amount™ to Rs. 1,00,000/

According to the information and explanation given to us_; there are no dues of income tax. service tax provident fund, investor education and protection fund, employees state insurance and cess that have not been deposited on account of any dispute. The provisions relating-to sales tax, wealth tax, custom duty excise duty are currently not applicable to the company.

vii; The company does not have any loans or borrowings from any financial institution, government or debenture holders during the year The company has a veiled on bank overdraft facility from banks. It has not defaulted on the same.

ix. The company did not raise any money by way of Initial Public Offer or further public offer and term loans during the year under review. Accordingly paragraph 3(ix) of the order is not applicable.

x. Based on the Audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the Information and explanations given ld us. we report that no fraud on or by the company has been notice for reported during the course of our audit.

xi. According to the information and explanation given Lo us and based on our examination of the records of the company the company has paid I provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

xii. In our opinion and according to The information and explanations given to us, the company is not a Nidhi company. Accordingly paragraph 3{xii) of the order is not applicable.

xiii According to the information and explanation given to us and based on our examination of the records of the company, transactions with related parties are in compliance with Sections 177 and 183 of the Act where applicable and details of such transactions nave been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanation given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him, requiring compliance with Section 192 of the Companies Act 2013,

xvi. The company is not required to be registered as an NBFC under Section 45-IA of the RBI Act 1934

ANNEXURE B TO THE AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of Wallfert Financial Services Ltd.(''The Company'') as of 31 March 2016 in conjunction with our audit of the financial statements of the company for the year ended or that date.

Management''s Responsibility for internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit on internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICJAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Companies Act. 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') and The Standards on Auditing. issued by ICAI and deemed to be prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financia¹ Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal! financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial’ controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting. assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including :he assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial! controls system over financial reporting.

Meaning of internal Financial Controls over Financial Reporting

A company''s internal- financial control over financial reporting is a process designed to pm vide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements Tor external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial! reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of the Management and directors of the Company: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use. or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Report^

Because of the inherent .imitations of internal financial controls over financial reporting, including the possibility of conclusion or improper management override of controls, material misstatements dub to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal. control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audi! of internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

For Kochar & Associates

Chartered Accountants

FRN: 1052S6W

CA. Piyush Kochar

Partner

M. No: 10B049

Place: Mumbai

Date: 23/5/2016

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Mar 31, 2015

We have audited the accompanying financial statements of WALLFORT FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015 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 'Responsibility for the Financial Statements

The company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statement that give a true and fair view of the Financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of Companies Act, 2013, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in "Ihe financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and 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 on the financial statements.

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 31,2015;

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

c) in the case of 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, 2015,("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexurea statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by section 143(3) of the Act, were port that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 specified under section 133 of Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors, as on March 31, 2015 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

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

1. The company has disclosed the impact of pending litigations on its financial position in Its financial statement.

2. The company does not have any long term contracts including derivative contracts for which there were any material foreseeable losses

3. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

[Referred to in paragraph 1, under 'Report on other Legal and Regulatory Requirements', in the

Independent Auditor's Report of even date to the members of Wall fort Financial Services Limited ("the Company") on the financial statements for the period ended March 31,2015.]

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

As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of the assets. No discrepancies were observed on such verifications.

ii. The management has physically verified stocks of shares and debentures. In our Opinion, the frequency of verification is reasonable.

The procedures of verification of stock of shares and debentures followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company is maintaining proper records of Shares and Debentures. The discrepancies noticed on verification between the physical stocks and the Book records were not material.

iii. During the year the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

In view of our comment in paragraph (a) above, clause (iii) (a) and (b) of paragraph 3 of the aforesaid order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase fixed assets and for supply of services. During the course of our audit, no major weakness has been noticed in the internal control systems in respect of these areas.

The company has neither purchased any inventory nor sold any goods during the year. Hence internal control procedures over these areas have not been commented upon.

v. The Company has not accepted any deposits from the public during the period under review.

vi. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act 2013 for the products of the company.

vii. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income Tax, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, service tax, cess and other undisputed statutory dues were outstanding, at the period end, for a period of more than six months from the date they became payable.

According to the information and explanation given to us, there are no dues of income tax, service tax and cess that have not been deposited on account of any dispute.

The provisions relating to provident fund, investor education and protection fund, employees state insurance, sales tax, wealth tax, custom duty, excise duty are currently not applicable to the company.

viii. The company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses during the year covered by our audit and also in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions and banks.

x. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xi. The Company did not have any term loans outstanding during the period.

xii. Based on the Audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the Information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Kochar & Associates

Chartered Accountants



CA. PIYUSH KOCHAR

Partner

M.NO. 106049

Place : Mumbai

Date : 29/05/2015

---

Mar 31, 2014

We have audited the accompanying financial statements of WALLFORT FINANCIAL SERVICES LTD. (the Company), which comprise the Balance Sheet as at March 31 2014, and the Statement of Profit and Los s and Cash Flow Statement for the year ended on that date, and a summary of significant accounting po licies 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 fa ir 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 ("th e Act"). This responsibility includes the design, implementation and maintenance of internal control relevan t to the preparation and presentation of the financial statements that give a true and fair view and are fre e 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 Account ants of India. Those Standards require that we comply with ethical requirements and plan and perform the au dit to obtain reasonable assurance about whether the financial statements are free from material misstatem ent.

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 t hat 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 f air 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.

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 i n paragraphs 4 and 5 of the O rder.

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 bel ief 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 a s appears from our examination of those books

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Repo rt 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 31,2014, and ta ken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, fr om 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 1 of our report of even date on the accounts for the period ended 31st March 2014 of M/s Wallfort Financial Services Ltd. )

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

The management during the year has physically verified the Fixed Assets and no material discrepancies were observed on such verifications.

b. The management has physically verified stocks of shares and debentures. In our Opinion, the frequency of verification is reasonable.

The procedures of verification of stock of shares and debentures followed by the management are reasonable and adequate in relation to the size of the company and the nature ofits business.

The Company is maintaining proper records of Shares and Debentures. The discrepancies noticed on verification between the physical stocks and the Book records were not material.

c. The company has not granted any loans company and or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company had taken loans from 3 companies and 2 other party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 379.75 lakhs and at the year-end balance of loans taken from such parties was Rs. NIL.

The rate of Interest and the terms on which these loans have been raised are not prima facie prejudicial to the Interests of the Company.

The Company is regular in repaying the Principal as stipulated.

d. In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature ofits business with regard to purchase of shares and debentures and other fixed assets and with regard to the sale of shares and debentures.

e. According to the information and explanations given to us, we are of the opinion that particulars of Contracts or arrangements referred to under section 301 of the Companies Act, 1956 have been so entered in the register maintained under that Act.

According to the information and explanation given to us, the transactions made in pursuance to contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakhs in respect of any party, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

f. The Company has not accepted any deposits from the public during the year under review.

g. Although the Company does not have a formal internal audit system in our opin ion, its internal control procedures involves reasonable internal check ofits financial transaction..

h. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956.

i. The Company is generally regular in Depositing with the appropriate authorities undisputed statutory dues including Investor Education, Protection Fund, Provident Fund Dues, Employees State Insurance Dues, Income Tax, Service Tax, Stamp Duty and other material statutory dues applicable to it.

According to the information and explanations given to us, there are no undisputed amounts, except Wealth Tax amounting to Rs. 2,69,500/-, payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty that were outstanding as on March 31,2014 for a period of more than six months from the date on which they became payable.

j. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

k. The Company has not granted loans and advances on the basis of security by way of p ledge of shares and debentures.

l. We are informed that the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit society are not applicable to the Company. Accordingly, the provisions of clause 4 (xiii) cf the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

m. In our opinion and according to the explanations given to us, the Company has maintained proper record of the transactions and contracts of dealing or trading in shares and debentures and tim ely entries have been made therein. Also such shares securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

n. The company has not given Guarantees for Loans taken by others from Banks or Financial Institutions.

o. The Company has not taken any Term Loans.

p. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short- term basis have been used for Long Term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

q. As the company has not made any allotment of shares during the year hence this clause is not applicable.

r. As the company has not issued any debentures this clause is not applicable.

s. As the company has not raised any money by public issue during the year hence this clause is not applicable.

t. 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 Kochar & Associates Chartered Accountants FRN No. 105256 W

P.S. Kochar Partner M. No.106049

Place: Mumbai Date : 30/5/2014

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Mar 31, 2012

We have audited the attached Balance Sheet of M/S. WALLFORT FINANCIAL SERVICES LTD. as at 31st March 2012 and also the Profit and Loss Account for the period ended on that date annexed thereto and the cash flow statement for the period ended on that date. 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.

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

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

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

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 the books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow 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 and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3c) of Section 211 of the Companies Act, 1956.

e. 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 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 accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 Profit and Loss Account, of the Loss of the Company for the period ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 of our report of even date on the accounts for the period ended 31st March 2012 of M/s Walifort Financial Services Ltd.)

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

The management during the year has physically verified the Fixed Assets and no material discrepancies were observed on such verifications.

b. The management has physically verified stocks of shares and debentures. In our Opinion, the frequency of verification is reasonable.

The procedures of verification of stock of shares and debentures followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of Shares and Debentures. The discrepancies noticed on verification between the physical stocks and the Book records were not material.

c. The company has not granted any loans company and or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company had taken loans from 3 companies and 1 other party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 750 lakhs and at the year-end balance of loans taken from such parties was Rs. NIL.

The rate of Interest and the terms on which these loans have been raised are not prima facie prejudicial to the Interests of the Company.

The Company is regular in repaying the Principal as stipulated.

d. In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of shares and debentures and other fixed assets and with regard to the sale of shares and debentures.

e. According to the information and explanations given to us, we are of the opinion that particulars of Contracts or arrangements referred to under section 301 of the Companies Act, 1956 have been so entered in the register maintained under that Act.

According to the information and explanation given to us, the transactions made in pursuance to contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakhs in respect of any party, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

f. The Company has not accepted any deposits from the public during the year under review.

g. Although the Company does not have a formal internal audit system in our opinion, its internal control procedures involves reasonable internal check of its financial transaction.

h. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956.

i The Company is generally regular in Depositing with the appropriate authorities undisputed statutory dues including Investor Education, Protection Fund, Provident Fund Dues, Employees State Insurance Dues, Income Tax, Service Tax, Stamp Duty and other material statutory dues applicable to it.

According to the information and explanations given to us, there are no undisputed amounts, except Wealth Tax amounting to Rs. 1,75,500/-, payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty that were outstanding as on March 31,2012 for a period of more than six months from the date on which they became payable.

j. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

k. The Company has not granted loans and advances on the basis of security by way of pledge of shares and debentures.

I. We are informed that the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit society are not applicable to the Company. Accordingly, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

m. In our opinion and according to the explanations given to us, the Company has maintained proper record of the transactions and contracts of dealing or trading in shares and debentures and timely entries have been made therein. Also such shares securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

n. The company has not given Guarantees for Loans taken by others from Banks or Financial Institutions.

o. The Company has not taken any Term Loans.

p. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short- term basis have been used for Long Term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

q. As the company has not made any allotment of shares during the year hence this clause is not applicable.

r. As the company has not issued any debentures this clause is not applicable.

s. As the company has not raised any money by public issue during the year hence this clause is not applicable.

t. 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 Kochar & Associates

Chartered Accountants

FRN No. 105256W CA.

Piyush Kochar

Place : Mumbai Partner

Date : 21/08/2012 M. No. 106049

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Mar 31, 2010

We have audited the attached Balance Sheet of M/S. WALLFORT FINANCIAL SERVICES LTD. as at 31 st March 2010 and also the Profit and Loss Account for the period ended on that date annexed thereto and the cash flow statement for the period 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.

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

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

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

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 the books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow 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 and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3c) of Section 211 of the CompaniesAct, 1956.

e. On the basis of written representations received from the directors, as on 31 * March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 "March 2010 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the CompaniesAct 1956.

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date on the accounts for the period ended 31st March 2010 of M/sWallfort Financial Services Ltd.)

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

The management during the year has physically verified the Fixed Assets and no material discrepancies were observed on such verifications.

b. The management has physically verified stocks of shares and debentures. In our Opinion, the frequency of verification is reasonable.

The procedures of verification of stock of shares and debentures followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

The Company is maintaining proper records of Shares and Debentures. The discrepancies noticed on verification between the physical stocks and the Book records were not material.

c. The company has not granted any Loans.

The Company had taken loans from 3 companies and 1 other party covered in die register maintainedundersection301 of the Companies Act, 1956. The maximum amount involved during die year was Rs. 934.40 lakhs and at the year-end balance of loans taken from such parties was Rs.NIL

The rate of Interest and the terms on which these loans have been raised are not prima facie prejudicial to uie Interests of the Company.

The Company is regular in repaying die Principal as stipulated.

d. In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of die Company and die nature of its business with regard to purchase of shares and debentures and odier fixed assets and with regard to die sale of shares and debentures.

e. According to the information and explanations given to us, we are of the opinion mat particulars of Contracts or arrangements referred to under section 301 of the Companies Act, 1956 have been so entered in die register maintained under that Act.

According to die information and explanation given to us, the transactions made in pursuance to contracts or arrangements entered in die Register maintained under section 301 of die Companies Act, 1956 and exceeding the value of five lakhs in respect of any party, have been made at prices which are reasonable having regard to die prevailing market prices at die relevant time.

f. The Company has not accepted any deposits from the public during the year under review.

g. Although die Company does not have a formal internal audit system in our opinion, its internal control procedures involves reasonable internal check of its financial transaction.

h. The Central Government has not prescribed die maintenance of cost records under section 209 (1) (d) of die Companies Act 1956.

i. The Company is generally regular in Depositing with the appropriate authorities undisputed statutory dues including Investor Education, Protection Fund, Provident Fund Dues, Employees State Insurance Dues, Income Tax, Service Tax, Stamp Duty and other material statutory dues applicable to it.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty that were outstanding as on March 31,2010 for a period of more than six months from the date on which they became payable.

j. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

k. The Company has not granted loans and advances on the basis of security by way of pledge of shares and debentures.

1. We are informed that the provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit society are not applicable to the Company. Accordingly, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

m. In our opinion and according to the explanations given to us, the Company has maintained proper record of the transactions and contracts of dealing or trading in shares and debentures and timely entries have been made therein. Also such shares securities and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

n. The company has not given Guarantees for Loans taken by others from Banks or Financial Institutions.

o. The Company has not taken any Term Loans.

p. According to the information and explanations given to us and on an overall examination of the

Balance Sheet of the company, we report that no funds raised on short- term basis have been used for Long Term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

q. As the company has not made any allotment of shares during the year hence this clause is not applicable.

r. As the company has not issued any debentures this clause is not applicable.

s. As the company has not raised any money by public issue during the year hence this clause is not applicable.

t. 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 Kochar & Associates Chartered Accountants FRN No. 105256 W P.S. Kochar Place: Mumbai (Partner) Date: 5/8/2010 M. No. 106049