Auditor Report of Aarcon Facilities Ltd.

Mar 31, 2024

We have audited the Ind AS financial statements of AARCON FACILITIES LIMITED, which comprise the balance sheet as at 31st
March 2024 and the Statement of Profit and Loss (including other comprehensive income), changes in equity and Statement of cash
flows for the year then ended and notes to the Ind AS financial statements, including a summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS
financial statements to gather with notes thereon, give the information required by the Act in the manner so required and giv e a true
and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024 and its profit and other comprehensive income, change in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Ind As
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial
statements of the current period. These matters were addressed in the context of our audit of the Ind AS financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Emphasis of Matter

We draw attention to point no M and P of Note No 20 the Financial Statements which describe the uncertainties and the
managements assessment of the financial impact due to lock-down and other restrictions and conditions related to COVID-19
pandemic for which a definitive assessment of the impact in subsequent period is highly dependent on future economic development
and circumstances as they evolve. Our opinion is not modified in respect of this matter.

Other Matters and Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s management and Board of Directors are responsible for the other information. The other information comprises th e
information included in the Company’s annual report, but does not include the financial statements and our auditors’ report t hereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have
nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The company’s Board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these financial statements that give true & fair view of the financial position, financial performance
(including other comprehensive income), change in equity and cash flow of the company in accordance with the accounting principles
generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the
companies (Indian accounting standards) Rule, 2015. This responsibility also includes maintenance of adequate accounting records in
accordance with 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 effective 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.

In preparing the Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account
the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the Standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misst atement
of the Standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal
financial control relevant to the Company’s preparation of the Standalone financial statements, that give a true and fair vie w, 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. As audit also includes evaluating the appropriateness of the 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 Standalone financial
statements.

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

Report on Other Legal and Regulatory Requirements;

As required by the Companies (Auditor Report) Order 2016 (“the Order”), issued by the Central Government of India in terms of sub
section (11) of Section 143 of the Act, we give in the Annexure A - a statement on the matter specified in paragraph 3 and 4 of the
order.

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

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

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

c) The Balance Sheet, Profit and Loss statement (including other comprehensive income), statement of changes in equity and Cash
Flow statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015;

e) On the basis of the written representations received from the directors as on March 31st, 2024 taken on record by the Board of
Directors, none of the directors are disqualified as on March 31st, 2024, from being appointed as a director in terms of Section
164(2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer
Note (vii) (c) of “Annexure - A” to the Auditor’s Report.

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

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

iv. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023, based on
our examination which included test checks, the Company has used accounting software for maintaining its books of account,
which have a feature of recording audit trail (edit log) facility but such facility has not been enabled at the database level.

For, V. J. Amin & Co.,

Chartered Accountants
Firm Reg.No.100335W

Date: 13/05/2024
Place: Vadodara

(CA. Dharamsinh T. Kesharani)

Partner.

Membership No.47553
UDIN: 24047553BKCELQ3450

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Mar 31, 2014

1. We have audited the accompanying financial Statements of AARCON FACILITIES LIMITED which comprise the Balance Sheet as at 31st March 2014 and the statement of Profit and Loss Account for the year ended, and a summary of significant accounting policies and other explanatory informafion.

Management''s Responsibility for The Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. 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.

4. 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.

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

Opinion

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

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

b) in the case of the Profit and Loss Account, of the 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

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

8. As required by section 227(3) of The Act, we report that:

a. 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;

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

c. The Company''s Balance Sheet and Profit & Loss Account dealt with by the report are in agreement with the books of accounts;

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

e. On the basis of written representations received from the director, as on 31.03.2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2014 from being appointed as directors in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of AARCON FACILITIES LIMITED (Formerly Known as "R.B. GUPTA FINANCIALS LIMITED") on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. FIXED ASSETS

a) The Company has maintained proper records to show full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

c) No material discrepancies were noticed on such verification.

d) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. INVENTORY

a) As explained to us, Inventory have been physically verified during the year by the management at reasonable intervals.

b) In our opinion & according to the information & explanation given to us, the procedures of physical verification of inventories followed by management are reasonable & adequate in relation to the size of the company & nature of its business.

c) The Company has maintained proper records of Inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book record.

3. In respect of Loans, secured or unsecured, granted or taken by the company to/from Companies, firms or other parties covered in register maintained pursuant to Section 301 of the Companies Act, 1956.

a) The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956.

b] The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act, 1956. There are two parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs. 48 Lakhs and the yearend balance of loans taken to such parties was Rs. 372.89 Lakhs.

c] The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken.

d] This amount in the balance sheet are overdue since many years and no details are available for our verification.

4. In our opinion & according to information & explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and with regard to sale of goods. During the course of audit, we have not observed any major weaknesses in internal control.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. In Our Opinion and according to the information and explanation given to us, the Company has not accepted deposits from public.

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

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (1) of section 209 of the Act.

9. a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, E.S.I., Income tax, Sales tax, Wealth tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income tax, wealth tax, customs duty and excise duty outstanding as at the last day of the financial year concerned for a period of more than six month from the date they become payable.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to the financial institution, banks or debenture holders.

12. According to the information and explanations given to us, 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. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, The Company is not a dealer or trader in securities.

15. According to information and explanations given to us, The Company has not given any guarantee for loans taken by others from Bank or Financial Institution.

16. The company has not availed any Term Loan during the year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. Based on our examination of records and the information provided to us by management we report that 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 during the year.

19. The Company has not issued any Debentures.

20. The Company has not raised any money by Public Issue during the year.

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

FOR AMIN PARIKH & CO. CHARTERED ACCOUNTANTS F.R.N. 100332W

CA. SAMIR R. PARIKH PARTNER M.NO. 41506 VADODARA DATED: May 23, 2014

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Mar 31, 2013

1. We have audited the accompanying financial Statements of R.B. GUPTA FINANCIALS LTD., Baroda which comprise the Balance Sheet as at 31st March 2013 and the statement of Profit and Loss Account and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

3. 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.

4. 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 evaluatingthe overall presentation of thefinancial statements.

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

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

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

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

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

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

8. As required by section 227(3) of The Act, we report that:

a. We have obtained all the information and explanation which to the best of our knowledge and belief '' were necessary forthe purpose of our audit;

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

c. The Company''s Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts;

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

e. On the basis of written representations received from the director, as on 31.03.2013, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2013 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of R.B. GUPTA FINANCIALS LTD. on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us duringthe course of our audit, we report that:

1. FIXED ASSETS

a) The Company has maintained proper records to show full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year in a periodical manner, which in our opinion is reasonable having regard to the size of company and nature of its assets.

c) No material discrepancies were noticed on such physical verification.

d) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. INVENTORY

a) As explained to us, Inventory have been physically verified during the year by the Management at reasonable intervals.

b) In our opinion & according to the information & explanation given to us, the procedures of physical verification of inventories followed by management are reasonable & adequate in relation to the size of the company & nature of its business.

c) The Company has maintained proper records of Inventory. As explained to us, there were no material discrepancies notices on physical verification of inventories as compared to the book record.

3. In respect of Loans, secured or unsecured, granted or taken by the company to/from Companies, firms or other parties covered in register maintained pursuant to Section 301 of the Companies Act, 1956:

a. The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956.

b. The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act. 1956. There is one party covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs. NIL and the year end balance of loans taken to such parties was Rs. 339.88 Lakhs.

c. The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken.

d. This amount in the balance sheet are overdue since many years and no details are available for our verification.

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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under Section 301 of the companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, the needed to be entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations give to us, each of these transactions aggregating to Rs. 5,00,000/- (Rs. Five Lacs Only) or more in respect of any party during the year have been at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In Our Opinion and according to the information and explanation given to us, The Company has complied with the provisions of section 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 LawTribunal.

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

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act,1956. forthe year under review.

9. In respect of statutory dues:

a. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income -tax, sales tax, custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March''2013 for a period of more than six month from the date they become payable and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

b. According to the information and explanations given to us, there are no dues of Sale tax, Income tax, Customs duty, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to the financial institution, banks or debenture holders.

12. According to the information and explanations given to us, The Company has notgranted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, The Company is not a dealer or trader in securities.

15. According to information and explanations given to us, The Company has not given any guarantee for loans taken by others from Bank or Financial Institution.

16. The Term loans obtained by the company have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any Debentures.

20. The Company has not raised any money by Public Issue duringthe year.

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

FOR AMINPARIKH & CO.

CHARTERED ACCOUNTANTS

F.R.N. 100332W

Sd/-

CA.SAMIRR.PARIKH

PARTNER

M.NO. 41506

VADODARA

DATED: May 23,2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of R.B. GUPTA FINANCIALS LTD., VADODARA as at 31st March 2012 and also the annexed Profit and Loss Account of the company 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.

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

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

a. 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;

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

c. The Company's Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts;

d. In our opinion, Profit and Loss Account, Cash Flow Statement and Balance Sheet dealt with by the

report comply with mandatory Accounting Standards as referred to in the sub-section (3C) of section 211 of the Companies Act, 1956. To the extent applicable except note relating to the retirement benefits (Accounting Standered-15)

e. In our opinion, and on information and explanations given to us, none of the directors is disqualified as on 31st March'2012 from being appointed as a director in terms of clause (g) of sub- section(l) of section 274 of the Companies Act, 1956.

f. As discussed in Note of Schedule to the financial statements no Provision has been provided in the financial statements which in our opinion, is in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directives, 1998. This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March'2012 should reduced accordingly.

g. Except for Non - Provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & loss accounts and cash flow statement comply with the accounting standard referred to in sub-section(3c) of section 211 the Companies Act,1956.

h. In our opinion and to the best of our information and according to the explanation given to us, except for the effect on the financial statement of Non-Provision of doubtful debs referred to in paragraph (f) foregoing, the said financial statements read together with the other note thereon given the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes thereon given the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India.

1. in so far as related to Balance Sheet, of the state of affairs of the Company as at 31st March,2012

2. in so far as it relates to the Profit and Loss Account, of the Profit of the company for the year ended on that date;

3. in so far as it relates to the Cash Flow Statement of the cash flows of the Company for the year ended on that date. And subject to-

a. Note No. 2 of Schedule 12 relating to relating to retirement a benefit which is accounted for on payment basis. The extent of compliance in value terms is as certain able.

b. Note No. 4 relating to non-provision of declining valuation of quoted/unquoted investments/inventories (traded securities) including following the method of valuation of investment laid down in AS-13 and the RBI Guidelines.

c. The company has complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

d. Compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

e. The company has complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.

Referred to in paragraph 3 of our report of even date:

1. (a) The company has maintained proper records to showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) All the assets have been physically verified by the management during the year in phased periodic manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) There is no substantial sale of Fixed Assets of the company during the year.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, 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 inventories. As explained to us, there where no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of Loans & Advances:

a. The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956.

b. The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act. 1956. There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs. NIL and the year end balance of loans taken to such parties was Rs. 339.88 Lakhs.

c. The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken.

d. The amounts in the balance sheet are overdue since many years and no details are available for our verification.

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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under Section 301 of the companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, the needed to be entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations give to us, each of these transactions aggregating to Rs. 5,00,000/- (Rs. Five Lacs Only) or more in respect of any party during the year have been at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposit and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments.

(i) In our opinion and according to the information given to us, Board of Directors has passed a resolution for the non-acceptance of the public deposits.

(ii) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

(iii) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding/subsidiary companies.

(iv) In our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time through out the accounting year.

(v) In our opinion and according to the information given to us, the company has continued to hold the securities of group of holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

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

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Companies Act,1956.forthe year under review.

9. In respect of statutory dues:

a. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income -tax, sales tax, custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March'2012 for a period of more than six month from the date they become payable and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

b. According to the information and explanations given to us, there are no dues of Sale tax, Income tax, Customs duty, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion, and according to the information and explanation given to us, no loans and advances have been granted by the company 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, the provisions of clause4 (xiii) of the companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has not given Guarantees for loans taken by other from banks or financial institutions.

15. No term loans have been raised during the year.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment and no long-term funds have been used to finance short term assets.

17. During the year, 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.

18. The Company has not issued any debentures and hence Company has not created securities.

19. The Company has not raised any money by way of public issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that caused the financial statements to be materially misstated.

For Amin Parikh & Co Chartered Accountants,

Sd/-

CASamirParikh Partner M.No. 41506 F.R.N. 100332W Vadodara:03/09/2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of R.B. GUPTA FINANCIALS LTD., VADODARA as at 31st March 2011 and also the annexed Profit and Loss Account of the company 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. 4. Further to our comments in the Annexure referred to above, we report that : a. 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; b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books ; c. The Companys Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts; d. In our opinion, Profit and Loss Account, Cash Flow Statement and Balance Sheet dealt with by the report comply with mandatory Accounting Standards as referred to in the sub-section (3C) of section 211 of the Companies Act, 1956. To the extent applicable except note relating to the retirement benefits (Accounting Standered-15) e. In our opinion, and on information and explanations given to us, none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. f. As discussed in Note of Schedule to the financial statements no Provision has been provided in the financial statements which in our opinion, is in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directives, 1998. This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March 2011 should reduced accordingly. g. Except for Non-Provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & loss accounts and cash flow statement comply with the accounting standard referred to in sub-section(3c) of section 211 the Companies Act,1956. h. In our opinion and to the best of our information and according to the explanation given to us, except for the effect on the financial statement of Non-Provision of doubtful debts referred to in paragraph (f) foregoing, the said financial statements read together with the other note thereon given the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. i. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes thereon given the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India. 1. in so far as related to Balance Sheet, of the state of affairs of the Company as at 31st March,2011 2. in so far as it relates to the Profit and Loss Account, of the Profit of the company for the year ended on that date; 3. in so far as it relates to the Cash Flow Statement of the cash flows of the Company for the year ended on that date. And subject to- a. Note No. 2 of Schedule 12 relating to relating to retirement a benefit which is accounted for on payment basis. The extent of compliance in value terms is as certain able. b. Note No. 4 relating to non-provision of declining valuation of quoted/unquoted investments/inventories (traded securities) including following the method of valuation of investment laid down in AS-13 and the RBI Guidelines. c. The company has complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. d. Compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI. e. The company has complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.

Referred to in paragraph 3 of our report of even date : 1. (a) The company has maintained proper records to showing full particulars including quantitative details and situation of fixed assets on the basis of available information. (b) All the assets have been physically verified by the management during the year in phased periodic manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification. (c) There is no substantial sale of Fixed Assets of the company during the year. 2. In respect of its inventories : a. As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable. b. In our opinion and according to the information and explanations given to us, 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 inventories. As explained to us, there where no material discrepancies noticed on physical verification of inventory as compared to the book records. 3. In respect of Loans & Advances : a. The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956. b. The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act. 1956. There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs.20.89 lakhs and the year end balance of loans taken to such parties was Rs. 339.88 lakhs. c. The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken. d. The amounts in the balance sheet are overdue since many years and no details are available for our verification. 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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls. 5. In respect of transactions covered under Section 301 of the companies Act, 1956. a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, the needed to be entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered. b. In our opinion and according to the information and explanations give to us, each of these transactions aggregating to Rs. 5,00,000/- (Rs. Five Lacs Only) or more in respect of any party during the year have been at prices which are reasonable having regard to the prevailing market prices at the relevant time. 6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposit and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments. (i) In our opinion and according to the information given to us, Board of Directors has passed a resolution for the non-acceptance of the public deposits. (ii) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year. (iii) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group / holding / subsidiary companies. (iv) In our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time through out the accounting year. (v) In our opinion and according to the information given to us, the company has continued to hold the securities of group of holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year. 7. In our opinion, the company has an internal audit system commensurate with size and nature of its business. 8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Companies Act,1956. for the year under review. 9. In respect of statutory dues : a. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income-tax, sales tax, custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March 2011 for a period of more than six month from the date they become payable and the Company is regular in depositing undisputed statutory dues with the appropriate authorities.

b. According to the information and explanations given to us, there are no dues of Sale tax, Income tax, Customs duty, Excise duty, and Cess, which have not been deposited on account of any dispute. 10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year. 11. In our opinion, and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders. 12. In our opinion, and according to the information and explanation given to us, no loans and advances have been granted by the company 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, the provisions of clause4 (xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company. 14. In our opinion, the Company has not given Guarantees for loans taken by other from banks or financial institutions. 15. No term loans have been raised during the year. 16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment and no long-term funds have been used to finance short term assets. 17. During the year, 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. 18. The Company has not issued any debentures and hence Company has not created securities. 19. The Company has not raised any money by way of public issue during the year. 20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that caused the financial statements to be materially misstated.

For Amin Parikh & Co Chartered Accountants, CA Samir Parikh Partner M.No. 41506 F.R.N. 100332W Vadodara : 28/07/2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of R.B. GUPTA FINANCIALS LTD., VADODARA as at 31st March 2010 and also the annexed Profit and Loss Account of the company 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a. 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;

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

c. The Companys Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts;

d. In our opinion, Profit and Loss Account, Cash Flow Statement and Balance Sheet dealt with by the report comply with mandatory Accounting Standards as referred to in the sub-section (3C) of section 211 of the Companies Act, 1956. To the extent applicable except note relating to the retirement benefits (Accounting Standered-15)

e. In our opinion, and on information and explanations given to us, none of the directors is disqualified as on 31st March2010 from being appointed as a director in terms of clause (g) of sub-section(l) of section 274 of the Companies Act, 1956.

f. As discussed in Note of Schedule to the financial statements no Provision has been provided in the

financial statements which in our opinion, is in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directives, 1998. This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March2010 should reduced accordingly.

g. Except for Non - Provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & loss accounts and cash flow statement comply with the accounting standard referred to in sub-section(3c) of section 211 the Companies Act,1956.

h. In our opinion and to the best of our information and according to the explanation given to us, except for the effect on the financial statement of Non-Provision of doubtful debts referred to in paragraph (f) foregoing, the said financial statements read together with the other note thereon given the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes thereon given the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India.

1. in so far as related to Balance Sheet, of the state of affairs of the Company as at 31st March,2010

2. in so far as it relates to the Profit and Loss Account, of the Profit of the company for the year ended on that date;

3. in so far as it relates to the Cash Flow Statement of the cash flows of the Company for the year ended on that date. And subject to-

a. Note No. 2 of Schedule 12 relating to relating to retirement a benefit which is accounted for on payment basis. The extent of compliance in value terms is as certain able.

b. Note No. 4 relating to non-provision of declining valuation of quoted/unquoted investments/inventories (traded securities) including following the method of valuation of investment laid down in AS-13 and the RBI Guidelines.

c. The company has complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

d. Compliance with Capital adequacy ratio with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

e. The company has complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.



Referred to in paragraph 3 of our report of even date :

1. (a) The company has maintained proper records to showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) All the assets have been physically verified by the management during the year in phased periodic manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) There is no substantial sale of Fixed Assets of the company during the year.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, 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 inventories. As explained to us, there where no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of Loans & Advances :

a. The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956.

b. The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act. 1956. There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs.12.86 lakhs and the.year end balance of loans taken to such parties was Rs. 322.75 lakhs.

c. The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken.

d. The amounts in the balance sheet are overdue since many years.

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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under Section 301 of the companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, the needed to be entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations give to us, each of these transactions aggregating to Rs. 5,00,000/- (Rs. Five Lacs Only) or more in respect of any party during the year have been at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposit and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long term investments.

(i) In our opinion and according to the information given to us, Board of Directors has passed a resolution for the non-acceptance of the public deposits.

(ii) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

(iii) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding/subsidiary companies.

(iv)ln our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time through out the accounting year.

(v) In our opinion and according to the information given to us, the company has continued to hold the securities of group of holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

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

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (]) of section 209 of the Companies Act,1956. for the year under review.

9. In respect of statutory dues :

a. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income -tax, sales tax, custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March2010 for a period of more than six month from the date they become payable and the Company is regular in depositing undisputed statutory dues with the appropriate authorities. The company has paid Income Tax of Rs. 28.51 lakhs which is shown in Current Assets is debited to Reserve & Surplus Account.

b. According to the information and explanations given to us, there are no dues of Sale tax, Income tax, Customs duty, Excise duty, and Cess, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion, and according to the information and explanation given to us, no loans and advances have been granted by the company 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, the provisions of clause4 (xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has not given Guarantees for loans taken by other from banks or financial institutions.

15. No term loans have been raised during the year.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment and no long-term funds have been used to finance short term assets.

17. During the year, 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.

18. The Company has not issued any debentures and hence Company has not created securities.

19. The Company has not raised any money by way of public issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that caused the financial statements to be materially misstated.



For Amin Parikh & Co

Chartered Accountants,

(CA Samir Parikh)

Partner

M.No. 41506

F.R.N. 100332W

Vadodara : July 15,2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of R.B. GUPTA FINANCIALSLTD., VADODARA as at 31st March 2009 and also the annexed Profit and Loss Account of the company 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a. 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;

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

c. The Companys Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts ;

d. In our opinion, Profit and Loss Account and Cash Flow Statement dealt with by the report Balance Sheet comply with mandatory Accounting Standards as referred to in

the sub-section (3C) of section 211 of the Companies Act, 1956. To the extent applicable except note relating to the retirement benefits (Accounting Standered-15)

e. In our opinion, and on information and explanations given to us, none of the directors is disqualified as on 31st March2009 from being appointed as a director in terms of clause (g) of sub-section(l) of section 274 of the Companies Act, 1956.

f. As discussed in Note of Schedule to the financial statements no Provision has been

provided in the financial statements which, in our opinion, is in accordance with the prudential Accounting norms as per Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directors, 1998. This is the result of a decision taken by management at the start of the preceding Financial year and caused us to qualify our audit opinion on the financial statements relating to the year, with result the profit for the year ended 31st March2009 should reduced accordingly.

g. Except for Non - Provision of doubtful debt referred to the preceding paragraph in our opinion, the Balance sheet and profit & loss accounts and cash flow statement comply with the accounting standard referred to in sub-section(3c) of section 211 the Companies Act,1956.

h. In our opinion and to the best of our information and according to the explanation given to us, expect for the effect on the financial statement of Non-Provision of doubtful debs referred to in paragraph (b) foregoing, the said financial statements read together with the other note thereon given the information required by the Companies Act, 1956 in the manner so required and give a true and view in conformity with the accounting principles generally accepted in India.

i. 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 Significant Accounting Policies and other Notes thereon given the information required by the Companies Act, 1956 in the manner so required and present a true and fair yiew in conformity with the accounting principles generally accepted in India.

1. in so far as related to Balance Sheet, of the state of affairs of the Company as at 31st March,2009;

2. in so far as it relates to the Profit and Loss Account, of the Profit of the company for the year ended on that date;

3. in so far as it relates to the Cash Flow Statement of the cash flows of the Company for the year ended on that date. And subjectto-

a. Note No. 2 of Schedule 12 relating to relating to retirement a benefit which is accounted for on payment basis. The extent of compliance in value terms is as certain able.

b. Note No. 4 relating to non-provision of declining valuation of quoted/unquoted investments/inventories (traded securities) including following the method of valuation of investment laid down in AS-13 and the RBI Guidelines.

c. The company has complied with the prudential norms on income recognition, Accounting Standards, assets classification, provisioning for bad doubtful debts and concentration of credit / investments as specified in the directions issued by the RBI in terms of the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

d. Compliance with Capital adequacy ration with the minimum Capital to Risk Assets Ratio prescribed by the RBI.

e. The company has complied with the prescribed liquidity requirements and not kept the approved securities with the designated bank.

Referred to in paragraph 3 of our report of even date :

1. (a) The company has maintained proper records to showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) All the assets have not been physically verified by the management during the year in phased periodic manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) There is no substantial sale of Fixed Assets of the company during the year.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, 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 inventories. As explained to us, there where no material discrepancies noticed on physical of inventory as compared to the book records.

3. In respect of Loans & Advances:

a. The company had not taken loan from companies firm or other parties listed in the register maintained as per section 301 and 370 (IC) of the Companies Act, 1956.

b. The company has granted loans to parties listed as per section 301 and 370 (IC) of the Companies Act. 1956. There are three parties covered in the register maintained under section 301 of the Companies Act, 1956 to which the company has granted loans. The maximum amount involved during the year was Rs.1.74 lakhs and the year end balance of loans taken to such parties was Rs. 378.17 lakhs.

c. The Company does not charge any interest on these advances given nor does it pay any interest on the advances taken.

d. The amounts in the balance sheet are overdue since many years.

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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions covered under Section 301 of the companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, the needed to be entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations give to us, each of these transactions aggregating to Rs. 5,00,000/- (Rs. Five Lacs Only) or more in respect of any party during the year have been at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company is a Non-Banking Financial Company which is an investment company, not accepting public deposit and which has invested not less than 90% of its assets in the securities of its group holding / subsidiaries companies as long therm investments.

(i) In our opinion and according to the information given to us, Board of Directors has passed a resolution for the non-acceptance of the public deposits.

(ii) In our opinion and according to the information given to us, the company has not accepted any public deposits during the year.

(iii) In our opinion and according to the information given to us, the company has, through a Board resolution, identify the group/holding/subsidiary companies.

(iv)ln our opinion and according to the information given to us, the cost of investments made in the group of holding or subsidiary company is less than 90% of the cost of the total assets of the company at any point of time through out the accounting year.

(v) In our opinion and according to the information given to us, the company has continued to hold the securities of group of holding or subsidiary companies as long term investments and has not traded in those investments during the accounting year.

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

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. for the year under review.

9. In respect of statutory dues :

a. In depositing during the year with the appropriate authorities. We have been informed that the provision of the employees ste insurance scheme are not applicable to the company.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Income -tax, sales tax, custom-duty and Excise-duty, Cess etc., were outstanding as on 31st March2009 for a period of more than six month from the date they become payable and the Company is regular in depositing undisputed statutory dues with the appropriate authorities. The company has paid Income Tax of Rs.28.51 lakhs shown in Current Assets which is not provided in Books.

c. According to he information and explanations given to us, there are no dues of Sale tax, Income tax, Customs duty, Excise duty, and Cess, which have not been deposited on account of any dispute..

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during are financial year covered by our audit or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. In our opinion, and according to the information and explanation given to us, no loans and advances have been granted by the company no 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, the provisions of clause4 (xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has not given Guarantees for loans taken by other from banks or financial institutions.

15. No term loans have been raised during the year.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised no short-term basis have been used for long-term investment and no long-term funds have been used to finance short term assets.

17. During the year, 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.

18. The Company has not issued any debentures and hence Company has not created securities.

19. The Company has not raised any money by way of public issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that caused the financial statements to be materially misstated.



For Amin Parikh & Co

Chartered Accountants,



Vadodara : July 07,2009 (CA Samir Parikh)

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