Auditor Report of KDJ Holidayscapes and Resorts Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of KDJ HOLIDAYSCAPES & RESORTS LIMITED (Formerly Two-up Financial Services Limited) ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

Attention is invited to:

1. Note No. 1 (J) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable;

2. Note No. 29, regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" notified under the Act. Due to this Loss for the year is higher by Rs. 7,62,236/-,; the Other Non Current Assets are higher by Rs. 45,73,415 /-; the Other Current Assets are higher by Rs. 7,62,236/-; with consequential effect on Reserves & Surplus;

3. Note No. 30, regarding amortization of, Pre-operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 2,71,216/-, the Other Current Assets are higher by Rs. 2,71,216/- , with consequential effects on Reserves & Surplus;

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the clauses 1,2 and 3 of the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required 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 case of the Statement of the Statement of Profit and Loss, of 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, 2015 ("the Order"), issued by the Central Government of India, in terms of section 143(11) of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) . We have sought and, except for the matter described in clause (i) of the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) Except for the possible effects of the matter described in the clauses 1,2 and 3 of the Basis for Qualified Opinion paragraph above, 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) . Except for the possible effects of the matter described in the clauses 1, 2 and 3 of the Basis for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014

(e) . On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, 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 Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial Statements - Refer Note No 31 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no amounts required to be transferred, to the Investor Education and Protection Fund by the Company

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of the Independent Auditors'' report of even date on the Financial Statements of KDJ Holidayscapes & Resorts Limited for the Year Ended 31st March 2015.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under. Matters specified in clauses (v) & (vi) of paragraph 3 of the Companies (Auditor''s Report) Order, 2015 do not apply to the Company. Accordingly no comments have been made on these clauses not applicable to the company.

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

( b ) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of account.

( ii ) ( a ) As per the information and explanations given to us, the inventory has been physically verified by the management during the year.

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

( c ) As per the information and explanations given to us, the Company has maintained proper records to show details of inventory. In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification between the physical stock and the book records were not material and the same have been properly dealt with in the books of account.

( iii )( a ) As per the information and explanations given to us, receipts of the principal amount and interest , wherever applicable on the loans given to the parties covered under the Section 189 of the Companies Act, 2013 are generally regular.

( b ) According to the information and explanations given to us, there are no overdue amounts of any loan granted to the parties covered under Section 189 of the Companies Act, 2013.

( iv ) 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 with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weaknesses were noticed in the internal controls.

( v ) ( a ) As per the records of the Company and according to the information and explanations given to us, the Company is generally not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, to the extent applicable to it though the delay in deposits have not been serious.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income tax, Wealth Tax, Sales Tax, and Excise Duty except service tax of Rs 49,78,212/- , Profession tax of Rs. 1,37,550/- , ESIC of Rs. 3,08,844/- , Provident fund of Rs 3,04,797/- , TDS of Rs . 5,17,094/- , VAT of Rs 65,867/- and Luxury tax of Rs 48,408/-were outstanding as at 31st March, 2015 for a period of more than 6 months from the date they became payable.

( b ) According to the records of the Company and as per the information and explanations given to us, there are no dues of Sales tax, Income tax, Service tax, Custom tax, Wealth tax, Excise duty, Cess which have not been deposited on account of any dispute.

© In our opinion, and according to the information and explanations given to us, there are no amounts required to be transferred to Investor Education And Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(vi) The accumulated losses of the Company at the end of the financial year do not exceed fifty percent of its net worth and the Company has not incurred cash losses in the financial year and has incurred cash losses during the immediately preceding financial year.

(vii) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in payment of dues to its bank.

(viii) As per information and explanations given to us during the year, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(ix) As per the information and explanations given to us, term loans were applied for the purpose for which the loans were raised during the year under review.

(x) As per information and explanations given by the management, no frauds on or by the Company has been noticed or reported during the year under review.

FOR ASL & Co. Chartered Accountants (Regn. No 101921 W)

(Saurabh P Shah) PARTNER Membership No. : 041749

PLACE: - MUMBAI. DATED: - May 30, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of KDJ HOLIDAY SCAPES & RESORTS LIMITED (Formerly Two-up Financial Services Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 the cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

Attention is invited to:

1. Note No. 1 (J)) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Assets, Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable;

2. Note No. 30 regarding non provision of income tax liability pertaining to earlier years amounting to Rs 71,88,507/-. Had this income tax liability been accounted for in respective years, the Current Liabilities would have been higher by Rs 71,88,507/- with consequential effect on Reserves & Surplus;

3. Note No. 31, regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" notified under the Act. Due to this Loss for the year is higher by Rs. 7,62,236/-,; the Other Non Current Assets are higher by Rs. 53,35,650 /-; the Other Current Assets are higher by Rs. 7,62,236/-; with consequential effect on Reserves & Surplus;

4. Note No. 32, regarding amortization of, Pre-operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 2,71,216/-, the Other Non Current Assets are higher by Rs. 1,38,481 /-; the Other Current Assets are higher by Rs. 2,71,216/-, with consequential effects on Reserves & Surplus;

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Paragraphs 1, 2, 3 and 4 of the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b). In case of the Statement of the Statement of Profit and Loss, of 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). 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d). In our opinion, except for the effects of the matters described in the Paragraphs 1, 2, 3 and 4 of the Basis for Qualified Opinion paragraph, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

(e). On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.



ANNEXURE REFERRED TO IN PARA 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF THE INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF KDJ HOLIDAY SCAPES & RESORTS LIMITED (Formerly Two-up Financial Services Limited) FOR THE YEAR ENDED 31ST MARCH 2014.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under. Matters specified in clauses (i)(c), (iii)(d), (viii), (xii), (xiii) (a)(b)(c)&(d), (xiv), (xix), (xx) of paragraph 4 of the CARO 2003 do not apply to the Company. Accordingly no comments have been made on these clauses not applicable to the company.

(i)

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of account

(ii)

(a) As per the information and explanations given to us, the inventory of consumables has been physically verified by the management during the year.

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

(c) As per the information and explanations given to us, the Company has maintained proper records to show details of inventory of consumables. In our opinion and according to the information and explanations given to us, the discrepancies noticed on verification between the physical stock and the book records were not material and the same have been properly dealt with in the books of account.

(iii)

(a) As per information and explanations given to us, the company has granted interest free advances to 7 parties (maximum outstanding amount at any time during the Year Rs. 13,11,27,539/- and year end balance Rs. 12,45,42,873/-) covered in the register maintained under section 301 of the Companies Act 1956.

(b) In our opinion and as per the information and explanations given to us, the interest free advances are given to the parties listed in the register maintained under section 301, however the other terms and conditions on which loans have been given to the parties are not prima- facie, prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, the loans given by the Company is without any stipulation as to the payment of principal or interest. However as explained to us the receipts of the principal, are generally regular wherever applicable.

(d) As per information and explanations given to us; the company has taken interest free loans from 9 parties (maximum outstanding amount at any time during the year Rs. 5,09,70,685/- and year end balance Rs. 4,82,410 /-) covered in the register maintained under section 301 of the Companies Act 1956.

(e) In our opinion and as per the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken the parties listed in the register maintained under section 301 are not prima-facie, prejudicial to the interest of the Company.

(f) According to the information and explanations given to us, the loans taken by the Company are without any stipulation as to payment of principal or interest however as explained to us the company is regular in payment of the principal and interest, wherever applicable.

(iv) 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 with regard to the purchase of inventory of consumables and fixed assets and for the sale of goods and services. During the course of our audit, no major weaknesses were noticed in the internal controls.

(v)

(a) According to the information and explanations provided by the management, we are of the opinion that particulars of the contract or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions, other than interest free loans given [as referred to in clause (iii)(a) above], made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market price and others factors at the relevant time

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and Rules made there under.

(vii) In our opinion, based on the information and explanations given to us, the internal audit system needs to be strengthened to make it commensurate with the size of the Company and nature of its business.

(viii)

(a) As per the records of the Company and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, wealth tax, Service Tax custom duty, excise duty, cess and other statutory dues, to the extent applicable to it.

According to the information and explanations given to us, there is no undisputed amounts payable in respect of Income tax, Wealth Tax, Sales Tax, and Excise Duty except income tax demand of Rs. 71,88,507/-, service tax of Rs 62,81,819/- and Profession tax of Rs. 8,375/- were outstanding as at 31st March, 2014 for a period of more than 6 months from the date they became payable.

(b) According to the records of the Company and as per the information and explanations given to us, there are no dues of Sales tax, Income tax, Service tax, Custom tax, Wealth tax, Excise duty, Cess which have not been deposited on account of any dispute.

(ix) The Company has accumulated losses at the end of the financial year covered by our audit, which are less than fifty percent of its net worth. However it has incurred cash losses during the financial year covered by our audit and also during the immediately preceding financial year.

(x) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in payment of dues to its bank.

(xi) As per information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by its subsidiaries, from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xii) As per the information and explanations given to us, no fresh term loans were raised during the year under review.

(xiii) According to the information and explanations given to us and on an overall examination of the records of the company, though determination of direct relationship between investment and source of funds is not possible, generally funds raised during the year on short-term basis have not been used for long-term investments by the company.

(xiv) According to the information and explanations given to us, the company has made fresh allotment of shares to parties covered in the register maintained under section 301 of the Act. In our opinion, based on the information and explanations given to us, the price at which shares have been issued is prima facie not prejudicial to the interest of the company.

(xv) As per information and explanations given by the management, no frauds on or by the Company has been noticed or reported.

FOR ASL & Co. Chartered Accountants [Regn. No. 101921 W]

(A. K. Pansari) Place : Mumbai PARTNER Dated : May 30, 2014 Membership No. : 042416

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Two-up Financial Services Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2013 and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows 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 fi nancial 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 fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risk of material misstatement of the fi nancial statements, whether due to fraud and error.

In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

An audit also includes evaluating and appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

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

Basis for Qualifi ed Opinion

i) Attention is invited to Note 25 regarding non provision for Gratuity and Leave encashment liability as required by Accounting Standard 15 (AS-15) relating to Employees Benefi ts. We are unable to comment upon the resultant effect on Assets, Liabilities and Profi t of the year as the amount of such benefi t is presently not ascertainable.

ii) Attention is invited to Note 30 regarding deferment of certain expenses amounting to Rs. 7,622,358 incurred in the fi nancial year 2011-12 and are being amortizing the said expenditure over a period of 10 years. This accounting treatment is not in accordance with the Accounting Standard 26 "Intangible Assets" notifi ed by the Companies (Accounting Standard) Rules 2006 as such expenditure are required to be written off to the Profi t and Loss Account as and when incurred. Had these expenses been debited to the Profi t and Loss Account as and when incurred, the opening debit balance of the reserves and surplus would have been higher by Rs. 7,622,358. Since the company has not expensed off these expenses in previous year, as per the accounting policies followed by the Company 1/10 amount being written off this year. Had these 1/10th amount not written off profi t for the year would have been higher by Rs. 762,236.

iii) Attention is invited to Note 31 regarding deferment of preoperative expenses amounting to Rs 952,127 incurred in previous years and are being amortizing the said expenditure over a period of 5 years. This accounting treatment is not in accordance with the Accounting Standard 26 "Intangible Assets" notifi ed by the Companies (Accounting Standard) Rules 2006 as such expenditure are required to be written off to the Statement of Profi t and Loss Account as and when incurred. Had these expenses would have debited to the Profi t and Loss Account as and when incurred, the opening debit balance of the reserves and surplus would have been higher by Rs. 952,127. Since the company has not expensed off these expenses in previous years, accounting policies followed by the Company 1/5th amount being written off this yea. Had these 1/5th amount not written off profi t for the year would have been higher by Rs. 271,216.

iv) Attention is invited to Note 29 regarding non provision of income tax liability amounting to Rs.10,240,191 (including Rs 7,891,279 upto March 31, 2012) pertaining to previous years. Had this income tax liability accounted for in respective years, the opening debit balance of reserves and surplus would have been higher Rs 7,891,279 and current year profi t would have been converted into a loss of Rs. 1,570,323 having consequential effect on the current liabilities and accumulated profi t and loss account.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except the possible effects of the matter described in the Basis for Qualifi ed Opinion paragraph, the fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Profi t and Loss Account, of the profi t for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash fl ows 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 specifi ed in the 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 accounts 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, Statement of Profi t & 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 Profi t and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except para no. (i), (ii) and (iii) as mentioned in ‘Basis of Qualifi ed Opinion’.

(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 disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

Annexure to Auditor’s Report

Annexure referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts of Two-up Financial Services Limited for the year ended March 31, 2013.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

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

(b) All the assets have been physically verifi ed by the management in accordance with a phased programme of verifi cation, which in our opinion is reasonable, considering the size and the nature of business. The frequency of verifi cation is reasonable and no material discrepancies have been noticed on such physical verifi cation.

(c) The Company has not disposed off substantial part of its fi xed assets during the year and going concern status of the Company is not affected.

(ii) (a) The Company has purchased and consumed food and grocery items which are perishable in nature and the amount of such purchase being immaterial the Company does not maintain proper records of the inventory in this regard and also not physically verifi ed during the year.

iii) (a) The Company has not granted any loan, secured or unsecured to any party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In view of our comments in Para (iii) (a) above clause 4(iii) (b) (c) and (d) of the said Order are not applicable to the Company.

(c) The Company has taken interest-free unsecured loans from twelve parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The Maximum amount outstanding during the year was Rs. 42,319,058 and the year-end balance was Rs.29,969,805.

(d) Other terms and conditions on which the loans have been taken are prima facie, not prejudicial to the interest of the Company.

(e) In view of our comments in para (iii) (c) and (d) above, clause (iii) (g) of the said Order is not applicable to the Company.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fi xed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control systems.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control systems are commensurate with the size of the Company and nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

(ix) (a) Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty, Cess, whichever is applicable to the Company; have not been regularly deposited with the appropriate authorities.

(c) There are no amount in respect of any disputed sales tax, income tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute with the relevant authorities.

(x) The Company has accumulated losses at the end of the fi nancial year which is not more than fi fty per cent of net worth of the Company. After considering the impact of qualifi cations mentioned in Para (i) to (iv) of ‘Basis of Qualifi ed Opinion’ the Company has incurred cash losses during the current fi nancial year and in the immediately preceding fi nancial year.

(xi) The Company has no facilities from banks and fi nancial institutions.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii)The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefi t Fund/ Societies are not applicable to the Company

(xiv)The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others from banks or fi nancial institutions.

(xvi)The Company has not obtained any term loans during the year.

(xvii) On an overall examination of the balance sheet of the Company, we are of the opinion that no short-term funds have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year.

For Singrodia Goyal & Co.

Chartered Accountants

Firm Reg. No : 112081W

Suresh Murarka

Place: Mumbai Partner

Date: May 30, 2013 Mem. No. 044739

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Mar 31, 2012

We have audited the attached Balance Sheet of Two-up Financial Services Limited as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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.

2. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 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 accounts as required by law have been kept by the Company as appears from our examination of such books.

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

d) In In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Statement of Profit and Loss Account and cash flow statement dealt with this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 except, Accounting Standard 15 (AS -15) relating to Accounting of Employee Benefits as referred to in Note 1(G). We are unable to comment upon the resultant effect on the assets, liabilities, and profit for the year, as the amount of such benefits presently not ascertainable.

e) Attention is invited to Note No. 25 of Notes to Accounts regarding non provision of income tax liability amounting to Rs. 78,91,279. Due to this, profit for the year is higher by Rs. 78,91,279 having a consequential impact on accumulated profits and current liabilities.

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

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 subject to our comment in Para (d) and (e) above 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.

ii. In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

iii. In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 2 of our report of even date on the accounts of Two-up Financial Services Limited for the year ended 31st March, 2012.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) (a) Since the Company does not have any Fixed Assets clause 4(i) (a),(b) & (c) of the said Order are not applicable to the

Company

(ii) (a) Since the Company does not have any inventory, the clauses 4 (ii) (a) (b) and (c) of the said Order are not applicable to the Company.

(iii) (a) The Company has not granted any loan, secured or unsecured to any party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In view of our comments in para (iii)(a) above clause 4(iii) (b) (c) and (d) of the said Order are not applicable to the Company.

(c) The Company has taken an unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The Maximum amount outstanding during the year was Rs. 13,50,000 and the year-end balance was Rs.13,50,000.

(d) The said loan is interest free. Other terms and conditions on which the loan has been taken are prima facie, not prejudicial to the interest of the Company.

(e) In view of our comments in para (iii) (d) above, clause (iii) (g) of para 4 the said Order is not applicable to the Company.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and for the sale of goods and services. During the course of our audit no major weaknesses has been observed in the internal control system.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control systems are commensurate with the size of the Company and nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the Company.

(ix) (a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, wherever applicable have been regularly deposited with the appropriate authorities. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2012 for a period more than six months from the date they became payable. (Refer Note no. 25)

(b) There are no amount in respect of any disputed sales tax, income tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute with the relevant authorities.

(x) The Company's accumulated losses at the end of the financial year is not more than fifty per cent of net worth of the Company. The Company has not incurred cash losses during the current financial year but have incurred cash losses in the preceding financial year.

(xi) The Company has no facilities from banks and financial institutions.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

(xiv) Based on the records examined by us, the company is maintaining proper records of the transactions and contracts and timely entries have been made in respect of all the securities transactions and the same have been held by the Company in its own name except to the exemption , if any , granted under Section 49 of the Act.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi)The Company has not obtained any term loans during the year.

(xvii)On an overall examination of the balance sheet of the Company, we are of the opinion that no short-term funds have been used for long-term investments.

(xviii)The Company has not made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act during the year.

(xix)The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year.

For Singrodia Goyal & Co.

Chartered Accountants Firm Reg. No : 112081W

Suresh Murarka Partner Mem. No. 044739

Place: Mumbai

Date: 10th August 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Two-up Financial Services Limited as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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.

2. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 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 accounts as required by law have been kept by the Company as appears from our examination of such books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

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

e) Attention is invited to Note no. 2 of Schedule 11 of Notes to Accounts regarding non provision of income tax liability amounting to Rs. 78.91 lacs. Due to this, loss for the year is lower by Rs. 78.91 lacs having a consequential impact on accumulated losses and current liabilities.

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

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 subject to our comment in para (e) above 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, 2011.

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

iii. In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph (1) thereof)

Annexure referred to in Paragraph 2 of our report of even date on the accounts of Two-up Financial Services Limited for the year ended 31st March, 2011.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) (a) Since the Company does not have any Fixed Assets clause 4(i) (a),(b) & (c) of the said Order are not applicable to the Company

(ii) (a) The inventories have been physically verified by the management during the year at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records of its inventories. No material discrepancies were noticed on physical verification as compared to book records.

(iii) (a) The Company has granted unsecured loan to a party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.90.45 Lacs and the year end balance was Rs. 48.11 lacs.

(b) The said loan is interest free. Other terms and conditions on which the loan has been granted are prima facie, not prejudicial to the interest of the Company.

(c) In view of our comments in para (iii)(a) and (b) above clause 4(iii) (c) and (d) of the said Order are not applicable to the Company.

(d) The Company has not taken any loan secured or unsecured from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) In view of our comments in para (iii) (d),clause (iii) (f) and (g) of the said Order are not applicable to the Company.

(iv) During the year the Company has not carried out any activity of sale of goods and services and has not purchased any fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and natures of its business but its financial and other internal checks, ensures proper recording of the financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the Company.

(ix) (a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, wherever applicable have been regularly deposited with the appropriate authorities. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2011 for a period more than six months from the date they became payable except income tax liability of Rs. 0.96 lacs for the A.Y. 1994-95 (since paid).

(b) There are no amount in respect of any disputed sales tax, income tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute with the relevant authorities.

(x) The Company has accumulated losses at the end of financial year which are not less than fifty percent of its net worth. The Company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) The Company has no facilities from banks and financial institutions.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

(xiv) Based on the records examined by us, the company is maintaining proper records of the transactions and contracts and timely entries have been made in respect of all the securities transactions and the same have been held by the Company in its own name except to the exemption , if any , granted under Section 49 of the Act.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On an overall examination of the balance sheet of the Company, we are of the opinion that no short-term funds have been used for long-term investments.

(xviii) 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 during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year.

For Singrodia Goyal & Co.

Chartered Accountants

Firm Reg. No : 112081 W

Suresh Murarka Place: Mumbai Partner

Date: 26/09/2011 Mem. No. 044739

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Mar 31, 2010

1. We have audited the attached Balance Sheet of GOMTi FINLEASE (INDIA) LTD, as at March 31, 2010, the Profit l and LOSS Account and the Cash Flow Statement for the year endnd on that date annexed thereto. 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.

7. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform me audit to obtain reasonable assurance about whether the financial Statements are free of malarial misstatement. An audit includes examining, on a lest besis. 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 wall as evaluating the overall financial Statement presentation Wa believe mat our audit provides a reasonable basis for 6ur opinion.

3. AS required by the Companies (Auditors Report) Order, 2003 as amended by the Notification 2S2&2002-CL.V dated 12,06.2003 issued by the Central Government of India in terms of Sub-Section (4A) of section 227ol the Companies Act, 1956r we enclose in the Annexure a Statement On the matters specified In me paragraphs 4 and 5 of the said Order,

4. Further to our comments in the Anmexure referred 10 shove, we report that;

i) We have obtained aft the inlormation end explanations which tn the best of our knowledge and belief were necessary lor the purpose of our audit.

ii) In Our Opinion, proper books of eccount as required by law have been kepi by the company as far as appears from Our examination of those books,

iii) The Balance Sheet , the Profit & Loss Account and the Cash Flow Statement dealt with by this Reoport are in agreement with the books of account.

iv) In our Opinion, the Balance Sheet, the Profit &. Loss Account end the Cash Flow Statement dealt With by this Report comply with the Accounting Standards referred 10 in Sub-section (3C) of section 211 of the Companies Ad, 1956 to the extent applicable

v) On the basis Of written representations received from |he directors, as on March 3t, 2010 and which are to be taken on record by the Board Of Directors, we report that none of the Directors are disqualilied as on March 31, 2010 from being appointed as Director in terms of clause (g) of Sub-seclion (I) of section 274 of the Companies Act, 1956.

5. in our opinion and to 1he best of our infonnation and according to the explanations given to US, subject to Note no. 8 Z & 8-3 In schedule M the said accounts read together with Accounting Policies and notes thereon, give the information required, by the Companies Act, 1956, in the manner so required and give true and lair view In conformity with Ihe accounting principles generally accepted in India:

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

ii) In 1he case of 1he Profit &ft LOSS Account, of 1he Loss for the year ended on that dete; and

iii] In UK case Of the Cash Flow Statement, of 1he cash flows for the year ended on thel date.

ANNEXUHE TO AUDITORS REPORT (Referred to in paragraph 3 of our report of even date) Re : GOMTI FINLEASE (INDIA) LTD.

1. The company does not own fixed assets hence, reporting on this clause is not applicable.

2, in respect of its inventory -

a. The management has physically verified the inventory during the year. In our opinion the frequency of 1he verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate In relation to 1he size of the company and the natre of its business

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

3a. The Company has nc| taken any interest free loan from any party covered in the Register maintained under Section 301 of Ihe Companies Act, 1956. The Company has granted interest-free unsecured loan In earlier years to Ihe following parties Included In the register mainiained under section 301 of ihe Companies Act, 1956.

Sr . No, Name of party Opening, Balance Loans granted Maximum Balance Closing Balance

in (Rs) during the year Outstanding in (Rs) In(Rs.)

1 Rammelca (India) Ltd. 1,4981,0.00/- - 1 .19,81,00/- NiL

2 Ramfebric(lndie} Ltd- 2,75 08 ,750/- - 2,,75,08,750/- 90,44,750/-

3 Ram Laminates (Poona) 1,75,216/- - 1,75.216/- NIL

4 Ram Metal Industries 142,932/- - 142.932/- NIL

5 Ram Plywood 23,869/- - 23,869/- NIL

b. According to the information and explanations given to us, terms and conditions of loan granted by (ha company are prima face not preludrial to the interest of the company.

C. According to the information and explanation given to us. there is no repayment schedule of loans. Loans are interest-free, hence reporting on the regularity of payment of interest does no1 arisa.

d. According to the Information and explanation given to us, since there is no repayment schedule of loana end same are Interest-free, reporting on overdue amount payable and (he reasonable steps taken towantfs repayment, does not arise,

4. In our opinion end according to 1ha information and explanations given to OS, there flfe adequate internal control procedures commensurate with the size of the company and the nature of us business with regard to purchases of l inventory- The company does not hold any lixed assets; hence, no reporting is done on weakness or other wise on the internal controts on purchases there of During the on purchase of inventory.

5. a. Based on the audit procedures epplied by us and according to the informatian End explanations provided by the managoment, we are of the opinion that the transactions that need to be entered into me register maintained under section 301 have been so entered. b. In our opinion and according to the informiation and explanations given to us, the transact -ions made in pursuance of contracts or anangemenls entered in the registers maintained under Section 301 and exceeding the value of five rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. in our opinion and accrding to the Information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 53AA 01 the Companies Act, 1956 and the Companies (ACCeptaance of Deposits Rules 1975 with regard to the deposit accepted the public. NO order has been passed by the National Company Law Tribunal.

7. ini Our Opinion and according to the information and emanations given to us, the company doss not require an tttemal audit system commenstirate with the Size and nature Of its business, as required under the Order.

6, in our opinion and according to the (information) and explanations given to us, the company Is not required by Ihe Centra! Government to maintain cost records inter Section 203(1 ) (d) of the Companies Act , 1956. 9. (a) in our opinion and according to the information and explanations given to us, tiflfe are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund, ESIC, investor education protection lund, Income-tax , sales-tax, wealth-tax, custom duty, exctsed-duly, cess and Other statutory dues to the extern applicable to it except as stated in d. (u) below. (b) According to the information and explanations given to us, no undisputed amounts payable In respect of income Tax, wealth Tax, sales tax, customs duty and excise duty were outstanding, as at March 31, 2010 for a period of more than Six months from the date they became payable, except the following:

Name of Statute Nature of dues Amount (Rs.} Period of which the amt related

Income Tax Act, 1961 Tax Demand 16,11,717/- A.Y 1994-1995

Income Tax Act, 1961 Tex Demand 38,66,389/- A.Y. 1995-1995

income Tax Act, 1961 Penally Demand 11,26.475/- A.Y. 1994-198S

Income Tax Act 1961 Panetty Demand 13,13,306- A.Y. 1995-1966

10. According to the intormation and explanations given to us . the Company has accumtilatod tosses. The company has incurred Cash losses during the year as well as in the immediately preceding year.

11. As informed by management, the company had defaulted in repayment Of dues to State Bank of India of Loan aggregating to Rs, 4.65 crores and applicable interest thereon which was not provided in the books of accounts upto previous year. However, the matter has been amicably resolved and as on the date of balance sheet there is no default In repayment of dues to financial institutions.

12. According the die information and explanations given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis Of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a chit fund or a nidhirmutuat benefit fund society. Therefore, provisions of clause (xiii) of the Order ate not applicable to the company.

14.. Based on our examination of the records and evaluation of the related internal controls, we are the opinion that proper records have been mainlained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the securities in its Own name.

15. According to the Information and explanations given 10 US, (he company has not given any guarantee for loans taken by Others from bank or financial institutions.

16. The company has not taken any Iresh term loan during the year covered by our audit.

17. According to the information and explanations given to us. end on an overall examination of the balance Sheet of the company as at March 31. 2010, we report that no funds raised On Short-term basis have been used for long-term investmentL 18, According to me information end explanations given to us. the company has not made any preferential allotment 01 Shares to parties and companies covered In the register maintained under section 301 of the Companies Act, 1956,

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not Issued eny debentures and hence creation of security in respect there of does not arise,

20. The company has not made any public issue during the year and hence no reporting on any end use of money raised is required,

21. According to the information and explanations given to US by the management, we report that no fraud on Or by the company has been noticed or reported during, the year.

For KAILASH KEJRIWAL & CO CHARTERED ACCOUNANTS

Place : Mumbai KAILASH S. KEJRIWAL

Date : 13-03-2010 PROPRIETOR

Membership No. 14345

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Mar 31, 2009

1. We have audited the attached Balance Sheet of GOMTI FINLEASE (INDIA) LTD. as at March 31, 2009, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Notification 2/28/2002-CL.V dated 12.06.2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

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

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

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

iv) In our opinion, the Balance Sheet, the Profit & Loss Account and the 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 to the extent applicable except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed in Note B-9 of Schedule "M" to Notes on Accounts.

v) On the basis of written representations received from the directors, as on March 31, 2009 and which are to be taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2009 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, subject to Note No. B-1, B - 2 and B-3 in schedule M, the said accounts read together with Accounting Policies and 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, 2009;

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

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

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

Re : GOMTI FINLEASE (INDIA) LTD.

1. The company does not own fixed assets hence, reporting on this clause is not applicable.

2. In respect of its inventory -

a. The company has physically verified the inventory during the year. In our opinion the frequency of the verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

b. According to the information and explanations as given to us, terms and conditions of loan taken and granted by the company are prima facie not prejudicial to the interest of the company.

c. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

d. According to the information and explanation given to us, since stipulation as to repayment of loans loan is interest-free, reporting on overdue amount payable and the reasonable steps taken towards repayment, does not arise.

e. According to the information and explanations as given to us, the rate of interest, terms and conditions of loan taken by the company are prima facie not prejudicial to the interest of the company.

f. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

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 purchases of inventory. The company does not hold any fixed assets; hence, no reporting is done on weakness or otherwise on the internal controls on purchases thereof. During the course of our audit, no major weakness has been noticed in the internal controls on purchase of inventory.

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal.

7. In our opinion and according to the information and explanations given to us, the company does not require an internal audit system commensurate with the size and nature of its business as required under the Order.

8. In our opinion and according to the information and explanations given to us, the company is not required to by the Central Government to maintain cost records under Section 209(1) (d) of the Companies Act, 1956.

9. (a) In our opinion and according to the information and explanations given to us, there are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund, ESIC, investor education protection fund, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at March 31, 2009 for a period of more than six months from the date they became payable, except the following:

Name of Statute Nature of dues Amount (Rs.) Period of Forum where which the dispute is amt Related pending

Income Tax Act, 1961 Tax Demand 21,77,693/- A.Y. 1994-1995 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax Demand 61,56,391/- A.Y. 1995-1996 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax Demand 283,767/- A.Y.1998-1999 Income Tax Appellate Tribunal

Income Tax Act, 1961 Panelty Demand 11,26,475/- A.Y.1994-1995 Income Tax Appellate Tribunal

Income Tax Act, 1961 Panelty Demand 14,95,000/- A.Y. 1995-1996 Income Tax Appellate Tribunal

10. According to the information and explanations given to us, the company has accumulated losses. The company has incurred not incurred cash losses during the year as well as in the immediately preceding year.

11. As informed by management, the company has defaulted in repayment of dues to State Bank Of India of Loan aggregating to Rs. 4.65 crores as appearing in the books of accounts and applicable interest thereon which has not provided in the books of accounts.

12. According to the information and explanations given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause-4(iii) of the Companies (Auditors Report) Order, 2003, is not applicable to the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the securities in its own name. The company does not hold any shares, debentures or other securities.

15. 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.

16. The company has not taken any fresh term loan during the year covered by our audit. In the case of term loan taken in earlier years and outstanding held at the year end, we have not come across any instances where such loans were applied for the purpose other than the purpose for which the loans were obtained.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company as at March 31, 2009, 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.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures and hence creation of security in respect thereof does not arise.

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and hence no reporting on any end use of money raised is done since not applicable.

21. According to the information and explanations given to us, based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For K. M. GARG & Co. Chartered Accountants Place :Mumbai CA. K. K. GARG Dated: 10-08-2009 Partner Membership No. 033940

---

Mar 31, 2008

1. We have audited the attached Balance Sheet of GOMTI FINLEASE (INDIA) LTD. as at March 31, 2008, and also the Profit and Loss Account & Cashflow Statement for the year ended on that date annexed thereto. 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Notification 2/28/2002-CL.V dated 12.06.2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

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

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

iii) The Balance Sheet, the Profit & Loss Account & the Cashflow Statement dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and the Profit & Loss Account & the Cashflow 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 to the extent applicable except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed in Note 8-11 of Schedule "L" to Notes on Accounts.

v) On the basis of written representations received from the directors, as on March 31, 2008 and which are to be taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2008 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our Information and according to the explanations given to us, Subject to Note No. B-1, B-3 and B-5 in schedule L the said accounts read together with accounting policies and notes there on, give the information required in 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, 2008;

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

iii) In the cash of the Cash flow statement, of the Cash flows for the year ended on that;

ANNEXURE TO AUDITORS REPORT

Re : GOMTI FINLEASE (INDIA) LTD.

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The company does not own fixed assets hence, reporting on this clause is not applicable.

2. In respect of its inventory.

a. The company has physically verified the inventory during the year. In our opinion the frequency of the verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

3a. The Company has not taken any interest free loan from any party covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has granted interest-free unsecured loan to the following parties included in the register maintained under section 301 of the Companies Act, 1956.

Sr. No. Name of party Opening Balance Loans granted In (Rs) during the year

1 Rammaica (India) Limited 1,48,76,000/- 1,05,000/- 2 Ramfabric(INDIA)Ltd 2,76,58,750/- (1,50,000/-) 3 Ram Laminates (Poona) 1,75,216/- - 4 Ram Metal Industries 142,932/- - 5 Ram Plywood 23,869/- -

Maximum Balance Closing Balance Outstanding In (Rs) In (Rs.)

1,49,81,000/- 1,49,81,000/- 2,76,58,750/- 2,75,08,750/- 1,75,216/- 1,75,216/- 142,932/- 142,932/- 23,869/- 23,869/-

b. According to the information and explanations as given to us, terms and conditions of loan taken and granted by the company are prima facie not prejudicial to the interest of the company.

c. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

d. According to the information and explanation given to us, since stipulation as to repayment of loans loan is interest-free, reporting on overdue amount payable and the reasonable steps taken towards repayment, does not arise.

e. According to the information and explanations as given to us, the rate of interest, terms and conditions of loan taken by the company are prima facie not prejudicial to the interest of the company.

f. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

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 purchases of inventory. The company does not hold any fixed assets, hence, no reporting is done on weakness or otherwise on the internal controls on purchases thereof. During the course of our audit, no major weakness has been noticed in the internal controls on purchase of inventory.

5a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal.

7. In our opinion and according to the information and explanations given to us, the company does not require an internal audit system commensurate with the size and nature of its business as required under the Order.

8. In our opinion and according to the information and explanations given to us, the company is not required to by the Central Government to maintain cost records under Section 209(1 )(d) of the Companies Act, 1956.

9a. In our opinion and according to the information and explanations given to us, there are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund ESIC, investor education protection fund, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other statutory dues, as applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at March 31, 2008 for a period of more than six months from the date they became payable, except the following:

Name of Statute Nature of dues Amount (Rs.)

Income Tax Act, 1961 Tax Demand 21,77,693/- Income Tax Act, 1961 Tax Demand 40,18,629/- Income Tax Act, 1961 Tax Demand 184,790/-

Period of which the amt. Related Forum where dispute is pending

A.Y. 1994-1995 Income Tax Appellate Tribunal A.Y. 1995-1996 Income Tax Appellate Tribunal A.Y. 1998-1999 Income Tax Appellate Tribunal

10. According to the information and explanations given to us, the company has accumulated losses. The company has incurred cash losses of Rs.36,255/- during the financial year covered by our audit and Rs. 2,13,270/- during the immediately preceding financial year.

11. As informed by management, the company has defaulted in repayment of dues to State Bank of India of loan aggnegating to Rs. 4.65 crores as appearing in the books of acounts and applicable interest there on which has not provided in the books of accounts.

12. According to the information and explanations given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chief fund or a nidhi / mutual benefit fund / Society. Therefore, clause - 4(iii) of the Companies (Auditors Report) order, 2003, is not applicable to the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the securities in its own name. The company does not hold any shares, debentures or other securities.

15. 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.

16. The Company has not taken any fresh term loan during the year covered by our audit in the case of term loan taken in earlier year and outstanding held at the year end, we have not come across any instances where such loans was applied for the purpose other than the purpose for which the loans were obtained.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company as at March 31, 2008, 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.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures and hence creation of security in respect thereof does not arise.

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and hence no reporting on any end use of money raised is done since not applicable.

21. According to the Information and explanations given to us, based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. K. M. & Garg Co. Chartered Accountants Place : Mumbai Dated : 14-08-2008 CA K.K. GARG Partner Membership No. : 033940

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of GOMTI FINLEASE (INDIA) LTD. as at March 31, 2007, the Profit and Loss Account & Cashflow Statement for the year ended on that date annexed thereto. 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Notification 2/28/2002-CL.V dated 12.06.2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

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

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

iii) The Balance Sheet, the Profit & Loss Account & the Cashflow Statement .dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, the Profit & Loss Account & the Cashflow 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 to the extent applicable except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed in Note B-11 of Schedule "L" to Notes on Accounts.

v) On the basis of written representations received from the directors, as on March 31, 2007 and which are to be taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2007 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, Subject to Note No. B-1, B-3 and B-5 in schedule `Lthe said accounts read together with accounting policies and notes there on, give the information required in 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, 2007;

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

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

ANNEXURE TO AUDITORS REPORT

Re: GOMTI FINLEASE (INDIA) LTD.

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The company does not own fixed assets hence, reporting on this clause is not applicable.

2. In respect of its inventory

a. The company has physically verified the inventory during the year. In our opinion the frequency of the verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

3a. The Company has not taken any interest free loan from any party covered in the Register maintained under Section 301 of the Companies Adt, 1956. The Company has granted interest-free unsecured loan to the following parties included in the register maintained under section 301 of the Companies Act, 1956.

Sr. No. Name of party Opening Balance Loans granted in (Rs) during the year 1. Rammaica (India) Limited 1,39,30,000/- 9,46,000/-

2. Ramfabric(INDIA)Ltd 2,88,71,000/- (12,12,250/-)

3. Ram Laminates (Poona) 1,75,216/-

4. Ram Metal Industries 1,42,932/-

5. Ram Plywood 23,869/-

Sr. No. Name of party Maximum Balance Closlng Balance Outstanding in (Rs) in (Rs.)

1. Rammaica (India) Limited 1,48,76,000/- 1,48,76,000/-

2.Ramfabric(INDIA)Ltd 2,88,71,000/- 2,76,58,750/-

3.Ram Laminates (Poona) 1,75,216/- 1,75,216/-

4.Ram Metal Industries 142,932/- 142,932/-

5.Ram Plywood 23,869/- 23,869/-

b. According to the information and explanations as given to us, terms and conditions of loan taken and granted by the company are prima facie not prejudicial to the interest of the company.

c. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

d. According to the information and explanation given to us, since stipulation as to repayment of loans loan is interest-free, reporting on overdue amount payable and the reasonable steps taken towards repayment, does not arise.

e. According to the information and explanations as given to us, the rat0e of interest, terms and conditions of loan taken by the company are prima facie not prejudicial to the interest of the company.

f. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

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 purchases of inventory. The company does not hold any fixed assets, hence, no reporting is done on weakness or otherwise on the internal controls on purchases thereof. During the course of our audit, no major weakness has been noticed in the internal controls on purchase of inventory.

5a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the National Company Law Tribunal.

7. In our opinion and according to the information and explanations given to us, the company does not require an internal audit system commensurate with the size and nature of its business as required under the Order.

8. In our opinion and according to the information and explanations given to us, the company is not required to by the Central Government to maintain cost records under Section 209(1)(d) of the Companies Act, 1956.

9a.In our opinion and according to the information and explanations given to us, there are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund ESIC, investor education protection fund, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other statutory dues, as applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at March 31, 2007 for a period of more than six months from the date they became payable, except the following:

Name of Nature of Amount(Rs.) Period of which Statute dues the amt. Related Income Tax Act, 1961 Tax Demand 21,77,693/- A.Y. 1994-1995

Income Tax Act, 1961 Tax Demand 40,18,629/- A.Y. 1995-1996

Income Tax Act, 1961 Tax Demand 184,790/- A.Y 1998-1999 Name of Statute Forum where dispute is pending

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal 10. According to the information and explanations given to us, the company has accumulated losses. The company has incurred cash losses of Rs.2,13,270/- during the financial year covered by our audit and Rs. 4,294/- during the immediately preceding financial year.

11. As informed by management, the company has defaulted in repayment of dues to State Bank of India of loan aggnegating to Rs. 4.65 crores as appearing in the books of acounts and applicable interest there on which has not provided in the books of accounts.

12. According to the information and explanations given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/Society. Therefore, clause - 4(iii) of the Companies (Auditors Report) order, 2003, is not applicable to .the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the securities in its own name. The company does not hold any shares, debentures or other securities.

15. 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.

16. The Company has not taken any fresh term loan during the year covered by our audit in the case of term loan taken in earlier year and outstanding held at the year end, we have not come across any instances where such loans was applied for the purpose other than the purpose for which the loans were obtained.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company as at March 31, 2007, 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.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given.to us, during the period covered by our audit report, the company has not issued any debentures and hence creation of security in respect thereof does not arise.

20. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and hence no reporting on any end use of money raised is done since not applicable.

21. According to the information and explanations given to us, based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

---

Mar 31, 2006

1 We have audited the altached Balance Sheet of GOMTI FINLEASE (INDIA) LTD. as at March 31, 2008, and also the Profit and Loss Account (or the year ended on that date annexed thereto. 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.

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 misstatements. An audit includes examining, on a best 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 (or our opinion.

3 As required by the Companies (Auditors Report) Order, 2003 as amended by the Notification 2/28/2002-CL.V dated 12.06.2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order

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

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

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

iii) The Balance Sheet and the Profit & Loss Account dealt with by this Report are in agreement with the books of account

iv) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed In Note B-11 of Schedule "M" to Notes on Accounts.

v) On the basis of written representations received from the directors, as on March 31, 2006 and which are to be taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31. 2006 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

vi) In our opinion and according to the information and explanations given to us, the accounts have been prepared on principles applicable to a "Going Concern" despite viability of restarting and continuing future operations remaining in question/doubt.

5. In our opinion and to the best of our Information and according to the explanations given to us, subject to note no. B-1 in schedule "M" regarding non provision of Interest for the current year amounting to Rs. 89,45,277/- and cumulative total amounting to Rs. 97,932,539/- payable to the State Bank of India and non provision of Income Tax demand for earlier years amounting to Rs. 63,81,112/- as per Note no. B-5 in Schedule "M" and non provision of listing fees payable as per note no. B-3 in schedule "M". Accordingly, the loss for the year has been understated to the extent of Rs. 67,500/-.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956. in the manner so required and give 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, 2006 and

ii) in the case of the Profit & Loss Account, of the Loss for the year ended on that date

For M/s JAYESH THAKUR & Co. Chartered Accountants Place : Mumbai JAYESH THAKUR Dated 14-08-2006 Proprietor Membership No 39168

ANNEXURE Re GOMTI FINLEASE (INDIA) LTD.

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The company does not own fixed assets hence, reporting on this clause is not applicable.

2. Since the company does not own any fixed assets, reporting on this clause is not applicable.

3 Since the company does not own any fixed assets, reporting on this clause is not applicable,

4. The company has physically verified the inventory during the year. In our opinion the frequency of the verification is reasonable.

5. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of Its business.

6. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

7 The Company has not taken any interest free loan from any party covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has granted interest-free unsecured loan to the following parties included in the register maintained under section 301 of the Companies Act, 1956.

Sr. No. Name of party Opening Balance Maximum Balance Closing Balance in (Rs) Outstanding in in (Rs.) (Rs) 1 Rammaica (India) Limited 1,38,93,000/- 1,41,95,000/- 1,39,30000/-

2 Ramfabric (INDIA) Ltd (82,67,000/-) - 2,88,71000/-

3 Ram Laminates (Poona) 1,75,216/- 1,75,216/- 1,75,216/-

4 Ram Metal Industries 142,932/- 142,932/- 142,932/-

5 Ram Plywood 23,869/- 23,869/- 23,869/-

6 Ram & Company 3,49,87,000/- 3,55,47,000/- Nil

7 R.R.Jhunjunwala 28,250/- 28,250/- Nil

8 P.M. Jhunjunwala 50,250/- 50,250/- Nil

9 Gururaj Bhatt 10,000/- 10,000/- Nil

8 According to the information and explanations as given to us, terms and conditions of loan taker and granted by the company are prima facie not prejudicial to the interest of the company.

9. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

10. According to the Information and explanation given to us, since stipulation as to repayment of loans loan Is Interest-free, reporting on overdue amount payable and the reasonable steps taken towards repayment, does not arise.

11. `According to the Information and explanations as given to us, the rate of Interest, terms and conditions of loan taken by the company are prima facie not prejudicial to the interest of the company.

12. According to the information and explanation given to us, there is no stipulation as to repayment of loans loan is interest-free, reporting on the regularity of payment of interest does not arise.

13. 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 purchases of Inventory. The company does not hold any fixed assets, hence, no roporting is done on weakness or otherwise on the internal controls on purchases thereof. During the course of our audit, no major weakness has been noticed In the internal controls on purchase of inventory

14. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered

15 In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time,

16 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public No order has been passed by the National Company Law Tribunal.

17 In our opinion and according to the information and explanations given to us. the company does not require an internal audit system commensurate with the size and nature of its business as required under the Order

18. is our opinion and according to the information and explanations given to us, the company is not required to by the Central Government to maintain cost records under Section 209(1)(d) of the Companies Act, 1956.

19 In our opinion and according to the information and explanations given to us, there are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund. investor education protection fund, income-tax, sales-tax, wealth-tax, custom duty. excised-duty, cess and other statutory dues, as applicable to it.

20 According to the information and explanations given to us. no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at March 31, 2006 for a period of more than six months from the date they became payable, except the following:

Name of Statute Name of dues Amount (Rs.)

Income Tax Act, 1961 Tax Demand 21,77,693/-

Income Tax Act, 1961 Tax Demand 40,18,629/-

Income Tax Act, 1961 Tax Demand 184,790/-

Name of Statute Period of which Forum where dispute the amt related is pending

Income Tax Act, 1961 A.Y. 1994-1995 Income Tax Appellate Tribunal

Income Tax Act, 1961 A.Y. 1995-1996 Income Tax Appellate Tribunal

Income Tax Act, 1961 A.Y. 1998-1999 Income Tax Appellate Tribunal

21 According to the Information and explanations given to us, the company has accumulated losses. The company has incurred cash losses of Rs.4,294/- during the financial year covered by our audit and Rs. 4,19,701/- during the immediately preceding financial year.

22. Since the company has not taken any loan from bank/financial institution, reporting on this matter relating to the repayment or default is not applicable.

23. According to the information and explanations given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

24. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund.

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

26. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the securities in its own name The company does not hold any shares, debentures or other securities.

27. 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.

28. According to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

29. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company as at March 31, 2006, 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.

30. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

31 According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures and hence creation of security in respect thereof does not arise.

32 According to the information and explanations given to us, during the period covered by our audit report, the company has not made any public issue and hence no reporting on any end use of money raised is done since not applicable.

33. According to the information and explanations given to us, based upon the audit procedures per formed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit

For M/s. JAYESH THAKUR & Co. Chartered Accountants Place Mumbai Dated : 14-08-2006 JAYESH THAKUR Proprietor Membership No. : 39168

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Mar 31, 2004

1 We have audited the attached Balance Sheet of GOMTI FINLEASE (INDIA) LTD. as at March 31, 2004 and also the Profit and Loss Account for the year ended on that date annexed thereto. 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.

2. We have 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.

3. 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 Companies Act. 1956. we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order

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

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books iii) The Balance Sheet and the Profit & Loss Account dealt with by this Report are in agreement with the books of account.

iv) in our opinion and according to the information and explanations as given to us, there is no cess payable u/s 441A of the Companies Act 1956 and hence no reporting is done on this matter.

v) In our opinion, the Balance Sheet and the Profits Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed In Note B-11 of Schedule "U" to Notes on Accounts.

vi) On the basis of written representations received, from the directors, as on March 31, 2004 and which are to be taken on record by the Board of Directors we report that none of the Directors are disqualified as on March 31, 2004 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vii) In our opinion and according to the Information and explanations given to us, the accounts have been prepared on principles applicable to a "Going Concern" despite viability of restarting and continuing future operations remaining In question /doubt

viii) In our opinion and to the best of our information and according to the explanations given to us, subject to note no. B-1 in schedule "M" regarding non provision of interest for the current year amounting to Rs. 89,45,277/- and cumulative total amounting to Rs. 8,00,41,965/- payable to the State Bank of India and non provision of Income Tax demand for earlier years amounting to Rs. 74,13,919/- as per Note no. 8-5 in Schedule "M" and non provision of listing fees payable as per note no. B-3 in schedule "M". Accordingly, the loss for the year has been understated to the extent of Rs. 19,45,277/-, the said accounts read together with 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, 2004 and

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

ANNEXURE

Re GOMTI FINLEASE (INDIA) LTD.

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1 The company does not own any Fixed Assets and thus reporting on this matter is not done.

2 Since Company does not own any Fixed Assets, reporting on this matter is not done.

3 Since the Company does not own any Fixed Assets, the question of disposal of the same does not arise. Hence, reporting under this clause is not applicable

4 The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

5 The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

6 The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material

7 The Company has taken interest free unsecured loan from "Ramfabric (India) Ltd.*. a company covered in the Register maintained under section 301 of the Companies Act. 1956 The maximum amount involved during the year was Rs. 82,80,000/- which is also an outstanding balance at the year end.

8. There are nine parties covered in the register maintained under section 301 of the Companies Act. 1956 to which the company has granted interest free unsecured loans. The list is given as under:

Sr. No. Name of the Party Status Maximum Amount of loan Involved (Rs.)

1 Rammaica (India) Ltd. Company 1,37,58,000 2 Ramply (India) Ltd. Company 13,000 3 Ram S Company Firm 3,26,82.000 4 Ram Laminates (Poona) Firm 1,75,216 5 Ram Metal Industries Firm 1.42,932 6 Ram Plywoods Firm 23,869 7 Ramswarup Hariram Firm 3,02 261 8 Ram Electronics Firm 2,000 9 Ram Agencies Firm 2,000

According to the information and explanations as given to us, terms and conditions of loan given by the company to the above parties are pnma facie not prejudicial to the interest of the company .

9 According to the information and explanations as given to us, there is no stipulation as to repayment and since the loan is interest-free reporting on regularity of payment of interest does not arise

10 According to the information and explanations as given to us, since there is no stipulation as to repayment of loans and loan is interest-free, as explained to us. there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956.

11. According to the information and explanations as given to us, since there is no purchase of inventory or Fixed Assets or any sale of goods during the financial year, the reporting on the adequacy of internal control on the same Is not done. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

12. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

13 In our opinion and according to the information and explanations as given to us. there are no transactions made in pursuance of contracts or arrangements which require to be entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year and which should have been made at prices which ant reasonable having regard to prevailing market prices at the relevant time.

14 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits requiring compliance with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public No order has been passed by the National Company Law Tribunal.

15. In our opinion and according to the information and explanations as given to us, the company does not require to have an internal audit system commensurate with the size and nature of its business as required under the Order.

16 In our opinion and according to the information and explanations as given to us. the company is not required to. by the Central Government, to maintain cost records under section 209( 1 )(d) of the Companies Act, 1956.

17 In our opinion and according to the information and explanations as given to us, there are no undisputed statutory dues outstanding and payable under laws that apply to dues relating to provident fund, investor education protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, custom duty, excised-duty cess and other statutory dues, as applicable to it.

18. According to the information and explanations as given to us, no undisputed amounts payable in respect of income tax, wealth tax. sales tax. customs duty and excise- duty were outstanding, as at March 31, 2004 for a period of more than six months from the date they became payable and hence no tabulation given as prescribed

20 According to the information and explanations as given to us, the company have accumulated losses of Rs.3,59.90,129/- which exceeds its net worth The company has incurred cash losses of Rs. 4,53,073/-, and Rs. 2.44,507/-during the financial year covered by the audit and the immediately preceding financial year respectively of dues to a State Bank of India. State Bank of India has filed case against the company and appointed court receiver through the Honourable High Court. Mumbai for recovery of cash credit. The matter is presently before Debt Recovery Tribunal, Mumbai which has made its order for issuance of recovery certificate and declaring charge on outstandings on hypothecated book debts and stocks. There are no debentures issued by the company.

22. According to the information and explanations as given to us, and based on our examination of documents and records, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

23. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that no loans and advances on the basis of security by way pledge or shares, debentures and other securities is done, hence, requirement of reporting on this matter is not made and the question of proper records maintenance of the transactions and contracts and timely entries thereof in those records does not arise. We also report that the company does not held any investments

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

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

26. According to the information and explanations as given to us and examination of records, the company has not taken any term loan from the bank or financial institution..

27. According to the information and explanations as given to us, and on an overall examination of the balance sheet of the company as at March 31. 2004. we report that since no funds are raised, reporting on usage of funds raised on short-term basis for long-term investment does not arise. No long-term funds have been used to finance short-term assets except permanent working capital

28. According to the information and explanations as given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

29 According to the information and explanations as given to us. during the period covered by our audit report, the company has not issued any debentures and hence creation of security in respect thereof does not arise.

30. According to the information and explanations as given to us, during the period covered by our audit report, the company has not made any public issue and hence no reporting on any end use of money raised is done, since not applicable.

31 According to the information and explanations given to us, based upon the audit procedures performed and information and explanations as given by the management we report that no fraud on, or by the company, has been noticed or reported during the course of our audit.

For M/s. JAYESH THAKUR & Co. Chartered Accountants Place : Mumbai Dated : 02-06-2004 JAYESH THAKUR Proprietor Membership No : 39168

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Mar 31, 2003

We have audited the attached Balance Sheet of Gomn Finlease (India) Umtted. as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto These financial statements are the responsibaity of the Companys management Our responsibility Is to express an opinion on these financial statements based on our audit

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standard require that we plan and perform the audit to obtain and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies(Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

1 We have obtained all the information and explanation, which to the best of our knowledge and belief wens necessary for the purpose of our audit.

2 in our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books:

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

4 In our opinion and according to the information and explanations given to us, there is no cess payable u/s. 441 A of the Companies Act, 1956 and hence no reporting is done on the matter

5 In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standard refer to in sub-section (3C) of section to 211 of the Companies. Act, 1956 except Accounting Standard 22 relating to Accounting for Taxes on Income as detailed In Note No. B-11 of Schedule `M to Notes on Accounts.

6. On the basis of written representation received from the Directors, as on 31st March, 2003 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2003 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956:

7 The Accounts have been prepared on principles applicable to a "going concern despite complete erosion of net worth after considering unprovided expenses referred to in item (7) hereunder and viability of continuing future operations In question.

8 In our opinion and to the best of our Information and according to the explanations given to us, subject to note no. B.1 In schedule `M regarding non provision of Interest for the current year amounting to Rs. 89,49,277/- end cumulative total amounting to Rs. 7,10,96,708/- payable to the State Bank of India, Non-provision of Income Tax Demand for earlier years amounting to Rs.61,96,322/- as per note no. B.4 In Schedule `M and Non-provision of listing fees payable as per B.3 In Schedule `M. Accordingly, the loss for the year has been understated to extent of Rs. 89,49,277/-, 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;

a in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2003; and

b in the case of Profit and Loss Account, of the Loss for the year ended on that date.

For M/s JAYESH THAKUR & CO. (Chartered Accountants) MUMBAI JAYESH THAKUR DATED: 02-06-2003 Propritor

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1) The Company holds stocks of shares/securities and as informed to us, the management has conducted physical verification of the same at reasonable intervals when no discrepancy was noticed

2) The procedures followed by the management for physical verification of stocks of shares/securities are reasonable and adequate in relation to the size of the company and nature of its business

3) As explained to us. no discrepancy were noticed on physical verification of shares/securities.

4) The valuation of stocks of shares/securities is fair and proper and is done in accordance with normally accepted accounting principles and is on the same basis as in the preceding year

5) According to the information and explanations as given to us, the company does not hold any Fixed Assets.

6) Since there are no Fixed assets the question of revaluation of Fixed Assets does not arise.

7) As the company is not a trading or manufacturing company, clauses (iii), (iv), (v), (vi). (xi), (xii), (xiv). (xvi) and (xx) of Part A, In our opinion, are not applicable.

8) The Company has taken unsecured loans from companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from companies under the same management as defined under sub section (1 B) of section 370 of the Companies Act, 1956 where in the opinion of the companies the terms and conditions of such loans are prima facie not prejudicial to (he interests of the company or Its members.

9) The Company has granted interest free unsecured loans to companies, firms and other parties listed In the register maintained under section 301 and/or to companies under the same management as defined under section 370(18) of the Companies Act, 1956. There is no stipulation for repayment and other terms and conditions.

10) The Company has given unsecured loans and advances, majority of which are interest free. in the nature of loans without any stipulation/agreement as to the schedule of repayment of principal and/or interest. The Board of Directors has certified that the loans and advances are good and recoverable. In the absence of specific stipulations of recovery of interest and or principal, we are unable to comment upon the reasonable steps. if any. taken by the management.

11) In our opinion and according to information and explanations given to us. the company has an adequate Internal control procedure commensurate with the size and nature of its business for purchase of plant and machinery equipment and other assets and lor sale of goods.

12) Since the Company has not accepted any deposits within the meaning of the Companies (Acceptance of Deposits) Rules. 1975. the directives issued by the Reserve Bank of India the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable to it. The Company had applied to the Reserve Bank 01 India for registration as a Non-Banking Financial Company In accordance with the rules framed and directives Issued In this regard and its application tor registration Is rejected by the Reserve Bank of India.

13) In our opinion and according to information and explanations as given to us. the Companys present internal audit system which is designed to cover all important areas, is commensurate with the size and nature of its business.

14) As explained to us. the Employees Provident Fund & Miscellaneous Provisions Act, 1952 and the Employees Slate Insurance Act, 1948 are not applicable to the company during the year under review.

15) According to the information and explanations as given to us and based on the records produced to us for our verification, there are no undisputed amounts payable as on the last date of the year in respect of income-tax, wealth-tax and which are outstanding tor a period of more than 6 months from the date they become payable As explained to us. the company is not liable for sales tax. excise duty and customs duly.

16) In our opinion and according to the information and explanations as given to us, no personal expenses have been charged to revenue account.

17) The Company has maintained adequate documents and records in respect of loans and advances given which are secured by way of pledge of shares and debentures during the year under audit.

18) The Company is not subjected to provisions of any special statute applicable to chit fund. nidhi or mutual benefit society and as such. clause (iii) of part 0 is not applicable

19) The Company has maintained proper records and have made timely entries therein during the year under audit in respect of trading in shares securities debentures and other investments which were held in its own name.

For M/s JAYESH THAKUR & CO. Chartered Accountants Mumbai: JAYESH THAKUR Dated 02-06-2003 Proprietor

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Mar 31, 2002

We have audited the attached Balance Sheet of Gomti Finlease (India) Limited, as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. This financial statement are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standard 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 Manufacturing and Other Companies(Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure refer to above, we report that :

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

2. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

4. in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standard refer to in sub-section (3C) of section to 211 of the Companies Act, 1956;

5. On the basis of return representation received from the Directors, as on 31st March, 2002 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2002 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1958;

6. The Accounts have been prepared on principles applicable to a "going concern" despite complete erosion of networth after considering unprovided expenses referred to in item (7) hereunder and viability of continuing future opeations in question.

7. In our opinion and to the best of our Information and according to the explanations given to us, subject to note no. B.1 in scheduleW regarding non provision of interest for the current year amounting to Rs. 89,49,277/- and cumulative total amounting to Rs. 6,21,51,431/- payable to the State Bank of India, Non-provision of Income Tax Demand for earlier years amounting to Rs.61,96,322/- as per note no. B.4 in Schedule`M and Non-provision of listing fees payable as per 8.3 in Schedule`M. Accordingly, the loss for the year has been understated to extent of Rs. 89,49,277/-, 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;

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2002; and

b. in the case of Profit and Loss Account, of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1) The Company holds stocks of shares/securities and as informed to us, the management has conducted physical verification of the same at reasonable intervals when no discrepancy was noticed.

2) The procedures followed by the management for physical verification of stocks of shares/securities are reasonable and adequate in relation to the size of the company and nature of its business.

3) As explained to us, no discrepancy were noticed on physical verification of shares/securities.

4) The valuation of stocks of shares/securities is fair and proper and is done in accordance with normally accepted accounting principles and is on the same basis as in the preceding year.

5) According to the information and explanations given to us, the company does not held any Fixed Assets.

6) Since there is no fixed assets, the question of revaluation of Fixed Asset doesnt arise during the year under audit.

7) As the company is not a trading or manufacturing company, clauses (iii), (iv), (v), (vi), (xi), (xii), (xiv), (xvi) and (xx) of part A are not applicable.

8) The Company has taken unsecured loans from companies or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from companies under the same management as defined under sub section (1B) of section 370 of the Companies Act, 1956 where in the opinion of the companies the terms and conditions of such loans are prima facie not prejudicial to the interests of the company or its members.

9) The Company has granted interest free unsecured loans to companies, firms and other parties listed in the register maintained under section 301 and/or to companies under the same management as defined under section 370(1B) of the Companies Act, 1956. There is no stipulation for repayment and other terms and conditions.

10) The Company has given unsecured loans and advances, majority of which are interest free, in the nature of loans without any stipulation/agreement as to the schedule of repayment of principal and/or interest. The Board of Directors has certified that the loans and advances are good and recoverable. In the absence of specific stipulations of recovery of interest and or principal, we are unable to comment upon the reasonable steps, if any, taken by the management.

11) In our opinion and according to information and explanations given to us, the company has an adequate internal control procedure commensurate with the size and nature of its business for purchase of plant and machinery, equipment and other assets and for sale of goods.

12) Since the Company has not accepted any deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, the directives issued by the Reserve Bank of India, the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable to it. The Company has applied to the Reserve Bank Of India for registration as a Non-Banking Financial Company in accordance with the rules framed and directives issued in this regard and its application for registration is rejected by the Reserve Bank of India.

13) In our opinion and according to information and explanations given to us, the Companys present internal audit system which is designed to cover all important areas, is commensurate with the size and nature of its business.

14) As explained to us the Employees Provident Fund & Miscellaneous Provisions Act, 1952 and the Employees State Insurance Act, 1948 are not applicable to the company during the year under review.

15) According to the information and explanations given to us and records produced for our verification, there are no undisputed amounts payable as on the last date of the year in respect of income-tax, wealth-tax and outstanding for a period of more than 6 months from {he date they become payable. As explained to us, the company is not liable for sales tax, excise duty and customs duty.

16) In our opinion and according to the information and explanations given to us, no personal expenses have been charged to revenue account.

17) The Company has maintained adequate documents and records in respect of loans and advances given which are secured by way of pledge of shares and debentures during the year under audit.

18) The Company is not subjected to provisions of any special statute applicable to chit fund, nidhi or mutual benefit society and as such, clause (iii) of part D is not applicable.

19) The Company has maintained proper records and have made timely entries therein during the year under audit in respect of trading in shares, securities, debentures and other investments which were held In its own name,

For M/S JAYESH THAKUR & CO.

Chartered Accountants

Place : MUMBAI JAYESH THAKUR

DATED : 20.5.2002 Proprietor