Auditor Report of Anand Credit Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of ANAND CREDIT LIMITED, Ahmedabad as at 31st March, 2012 and the Profit & 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.

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 sub-section ( 4A ) of section 227 of the Companies Act, 1956. We enclosed in the Annexure a statement on the matters specified in paragraph 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 purposes of our audit;

(ii) 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;

(iii) The Balance Sheet and Profit & Loss Account and cash flow Statement dealt with by this report are in agreement with books of account;

(iv) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

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

a. in so far as it relates to Balance Sheet, of the state of affairs of the company as at 31st March, 2012; and

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

c. 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 paragraph 3 of our report of even date]

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing 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 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 nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In Our Opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

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.

(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 was no material discrepancies noticed on physical verification of inventories as compared to the book records, if any noticed on physical verification of inventory as compared to the book records were properly adjusted.

3. i) In respect of loans, secured or unsecured, granted or taken by the company to/from companies. Firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(a) The Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of reporting whether the terms and conditions of such loan are prejudicial to the interest of the company, whether reasonable steps for recovery/repayment of overdue of such loans are taken does not arise.

(b) The Company has taken loan from one parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 35.00 lacs and the year end balance of loans taken from such parties was Rs. 35.00 lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loan taken are not prima facie prejudicial to the interest of the company.

(d) The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest.

4. In respect of internal control

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 for purchase of inventory, fixed assets and also with to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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 particulars of contracts 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 explanations given to us, transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of a party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In respect of deposits from public

The Company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In respect of internal audit system

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

8. In respect of maintenance of cost records

According to information and explanation given to us, neither order has been passed by Central Government nor have cost records been prescribed under section 209 (1) (d) of the Companies Act, 1956 in respect of products manufactured by the Company.

9. In respect of statutory dues:

(a) According to the records of the Company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Investor Education and Protection Fund, Employees'' State Insurance dues, Sales Tax, Service Tax, Custom duty, Excise duty, Professional tax, Cess and other statutory dues as may be applicable to the Company have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, undisputed Income tax liabilities of Rs. 1,53,190 was outstanding as at 31st March, 2012 for a period of more than Six months from the date they become payable.

The disputed statutory dues aggregating to Rs. 35.34 lacs., that have not been deposited on account of matters pending before appropriate authorities are as under.

Name of statue Nature of the dues From where dispute is pending? Amount

Income Tax Act Income Tax I.T.A.T. 29,68,762

Income Tax Act Income Tax C.I.T. (A) 5,65,215

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

10. In respect of accumulated losses and cash losses

The accumulated losses of the company have exceeded fifty percent of its net worth as at 31st March, 2012.

11. In respect of dues to financial institution / banks / debentures

In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of no dues to banks / financial institutions, or debenture holders.

12. In respect of loans and advances granted on the basis of security.

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 respect of provisions applicable to Chit fund

In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. In respect of dealing or trading in shares, securities, debentures and other investment According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Hence clause 4(xiv) of the companies (Auditor''s Report) Order 2003 is not applicable to the company.

15. In respect of guarantee given for loans taken by others

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

16. In respect of application of term loans

The company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17. In respect of fund used

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. In respect of preferential allotment of shares

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

19. In respect of securities created for debentures

The Company has not issued any debentures during the year. Therefore, the provision of clause 4 (xix) of the Order is not applicable to the Company.

20. In respect of end use of money raised by public issues

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

21. In respect of fraud

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

FOR, A.L. THAKKAR & CO.

Chartered Accountants

Date : August 13, 2012 (SANJIV V. SHAH)

Partner

Place : Ahmedabad Membership No.: 42264

Firm No. 120116W

---

Mar 31, 2010

1. We have audited the attached Balance sheet of ANAND CREDIT LIMITED as at 31st March. 2010 and the Profit and Loss Account of the company for the year ended as on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility of 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 test basis, evidence support in a 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 statements 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 221 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(ii) In our opinion proper books of accounts are required by law have been kept by the company so far as appears from our examination of the books.

(iii) The Balance-sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion the Balance sheet. Profit tand 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.

(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors. We report that none of the Directors is disqualified as on 31st March. 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanation given to us the accounts read with notes thereon give the information required by the Companies Act. 1956 in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of balance sheet of the state of affairs of the company as at 31st March. 2010.

ii) In the case of Profit and Loss Account of the profit/loss for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph (3) of our report of even date

1. In respect of fixed assets

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

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. No material discrepancies were noticed on such verification.

c. In our opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories

a. As the company has not purchased/sold goods during the year nor is there any opening stock requirement of reporting on physical verification of stocks or maintenance of inventory records in or opinion, does not arise.

3 In respect of loans secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act. 1956.

a. The company has neither taken nor granted any loans or advances of the nature of loans to parties covered in the register maintained under section 301 of the Companies Act. 1956. Hence the question of reporting whether the terms and conditions of such loan are prejudicial -to the interest of the company whether reasonable steps for recovery/repayment of over dues of such loans are taken does not arise.

4. In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also with to the sale of goods & services. During the course of our audit. We have not observed any continuing failure to correct major weakness in internal controls system.

5. In respect of transactions covered under section 301 of the Companies Act. 1956 :

a. According to the information and explanations.given to us were of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under Section 301 of the Companies Act. 1956 have been so entered.

b. In our opinion and according to the information and -explanations given to us the transaction made in pursuance of contracts or arrangements entered in the reqister maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market

6. The company has not accepted any deposits from the public.

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

8. We have been informed by the management that the Central Government has not prescribed maintenances of Cost Records under section 209 (1) (d) of the Companies Act, 1956 in respect of products manufactured by the company.

9. In respect of statutory dues :

According to the records of the company the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees" state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, undisputed Income tax liability of Rs. 1,53,190 was outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

The disputed statutory dues aggregating to Rs. 35.34 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

NAME OF NATURE OF FORUM WHERE AMOUNT THE STATUTE THE DUES DISPUTE IS PENDING

Income tax Act, 1961 Income tax I.T.A.T. 29,68,162

Income tax Act, 1961 Income tax C.I.T. (A) 5,65,215

10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. According to the records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March, 2010. Hence in our opinion, the Question of reporting on defaults in repayment of dues to financial institutions or banks or debenture holders does not arise.

12. In our opinion and according to the information and explanations 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/mutua! benefit, fundi Society. Hence clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable of the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Hence clause 4(xiv) of the Companies (Auditors Report) Order 2003 is not applicable of the company.

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

16. The company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we are of the opinion that no funds raised on short term basis have been used for long term investment.

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

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. 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.

For A. L. THAKKAR & Co.

CHARTERED ACCOUNTANTS

Place : Ahmedabad (SANJIV V. SHAH)

Date: 22.08.2010 [PARTNER]

M.No.: 42264 F.R.No.: 120116W