Auditor Report of Geetanjali Credit and Capital Ltd.

Mar 31, 2024

We have audited the accompanying Standalone financial statements of Geetanjali Credit And Capital
Limited (“the Company”), which comprise the balance sheet as at 31st March 2024, and the statement of
profit and loss (including other comprehensive income), and statement of cash flows, and the standalone
statement on notes to the standalone 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 Financial Statements gives the information required by the Companies Act, 2013
(“the ACT”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31^st March, 2024, and its Profit, total
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

As described in Notes to the accompanying Standalone Financial Statements, Company is NBFC company
and had provided Loans and Advances of material amount since long. During the period of Audit, we are
unable to get any balance confirmation from the parties. Additionally, company has recorded Interest
Income during the year which is not as per NPA norms issued by Reserve Bank of India (“RBI”). Hence,
we are unable to form an opinion on the recoverability of Loans and Advances. we are also unable to
comment on the possible adjustments and /or disclosures, if any, that may be required to be made in the
accompanying Standalone Financial Statements in respect of this matter. We will continue to evaluate the
impact of this matter on our opinion based on any changes in circumstances or additional information that
may become available.

Further, as described in Notes to accompanying Standalone Financial Statement Company has an huge
outstanding demand imposed by Income Tax department. During the course of our audit procedure, we
inquired to those charges with governance, about the status of Appeal proceedings, if any, but we did not
get any documentary evidences in response to our inquiries. Therefore, we are unable to comment upon
the duration of contingences of demand.

Further, Management of the Company has failed to provide us details of Operative Bank account from
which Business correspondence is managed.

As mentioned above, these all points have a huge impact on accompanying statement hence, Our audit
opinion is modified on these matters.

We conducted our audit of the Standalone Financial Statements in accordance with the Standard on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Standalone 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 (ICAI) together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on Standalone Financial Statement.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Sr No	Key Audit Matters	Auditor’s Response
1.	Revenue Recognition	Principal Audit Procedures
	Revenue from the sale of goods	Our audit approach was a combination of test of
	(hereinafter referred to as “Revenue”) is	internal controls and substantive procedures
	recognised when the Company performs its obligation to its customers and the	including:
	amount of revenue can be measured	• Assessing the appropriateness of the
	reliably and recovery of the consideration	Company''s revenue recognition

	is probable. The timing of such	accounting policies in line with Ind AS
	recognition in case of sale of goods is	115 (“Revenue from Contracts with
	when the control over the same is	Customers”) and testing thereof.
	transferred to the customer, which is	• Evaluating the design and implementation
	mainly upon delivery.	of Company''s controls in respect of revenue recognition.
	The timing of revenue recognition is	• Testing the effectiveness of such controls
	relevant to the reported performance of	over revenue cut off at year-end.
	the Company. The management	• Testing the supporting documentation for
	considers revenue as a key measure for	sales transactions recorded during the
	evaluation of performance	period closer to the year end and subsequent to the year end, including examination of credit notes issued after the year end to determine whether revenue was recognised in the correct period. • Performing analytical procedures on current year revenue based on monthly trends and where appropriate, conducting further enquiries and testing.

Information other than the financial statements and Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, but does not include the standalone
financial statements and our auditor’s report thereon.

• 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.

Responsibilities of Management and Those charged with governance for the Standalone 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 standalone financial statements that give a
true and fair view of the financial position, financial performance, including other comprehensive income,
cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and board of directors are 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.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we
are also responsible for expressing our opinion on whether the company has adequate internal
financial controls with reference to Standalone Financial statement in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Standalone Financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial statements,
including the disclosures, and whether the Standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced.

We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Standalone Financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“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 B” a statement on the matters specified in the paragraph 3 and 4 of the Order, to the

extent applicable.

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

a) We have sought and, obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit, except for the matters
described in the Basis for Qualified Opinion paragraph;

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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other
Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone
Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian
Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, except for possible effects of the matters
described in the Basis for Qualified Opinion paragraph;

e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may
have an adverse effect on the functioning of the company;

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

g) The qualification relating to the other matters connected with the Standalone Financial
Statements are as stated in the Basis for Qualified Opinion paragraph above;

h) With respect to the adequacy of the internal financial controls with reference to Standalone
Financial Statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls with
reference to the Standalone Financial Statement.

i) 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, as amended in our opinion and to
the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements: Refer Note - (viii) of Note 1, Significant Accounting Policies to the
standalone financial statements;

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

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

d. (i) The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it’s knowledge and belief, other than
as disclosed in the notes to the accounts, no funds have been received by the company from
any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of Rule 11 (e) of the Companies (Audit
and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material
misstatement.

e. The company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.

f. Based on our examination which included test checks, we concluded that company has used
accounting softwares for maintaining its books of account which have a feature of recording

audit trail (edit log) facility but the same has not been operated throughout the year for all
relevant transactions recorded in the respective softwares:

i. In respect of the Company, the feature of recording audit trail (edit log) facility was not
enabled at the database layer to log any direct data changes for all the accounting softwares
used for maintaining the books of account.

ii. In respect of the Company, in the absence of coverage of audit trail (edit log) with respect
to database level in the independent auditor’s report in relation to controls at the service
organisation for accounting software used for preparation of financial statements, which is
operated by third- party software service provider, we are unable to comment whether the audit
trail feature of the database level of the said software was enabled and operated throughout the
year for all relevant transactions recorded in the software. Further, where audit trail (edit log)
facility was enabled and operated, we did not come across any instance of the audit trail
feature being tampered with.

Date : 30/05/2024 For, V S S B & Associates

Place : Ahmedabad Chartered Accountants

Firm No. 0121356W

(Vishves A. Shah)
Partner

M. No. 109944
UDIN: 24109944BKACSC8768

---

Mar 31, 2015

1. We have audited the accompanying Financial Statements of GEETANJALI CREDIT AND CAPITAL LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

4. 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.

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

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

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the state of affairs of the Company as at March 31,2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

10. 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 purpose of our audit.

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

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

d) In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

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

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014.

i) The Company does not have any pending litigations which would impact its financial position except as mentioned in Point No 7 of CARO Audit Report.

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure referred to in paragraph 9 of Our Report of even date to the Members of GEETANJALI CREDIT AND CAPITAL LIMITED ("the Company”) on the accounts of the Company for the year ended 31st March, 2015

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

1. In respect of the Company's 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, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of the Company's inventories:

a) As explained to us, the Company is dealing in shares and securities and the same has been certified 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 was no material discrepancies noticed on physical verification as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

According to the information & explanations given to us, the Company has not granted any loan to companies, firms or other parties covered in the register maintained u/s. 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there are generally 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 for the sale of goods and services during the course of our audit. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

5. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

6. According to the information and explanations provided by the Company, Central Government has not prescribed for cost records under Section 148(1) of the Companies Act, 2013.

7. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing 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 with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2015 for a period of more than six months from the date they become payable, except as mentioned below.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount (Rs In lacs) Period to which amount relates

Income tax - addition 210.00 1.4.98 to 31.03.99 made on protective basis

Income tax - addition 39.58 1.4.99 to 31.03.00 made on protective basis

Income tax - Penalty 73.50 1.4.98 to 31.03.99 Imposed

Nature of Dues Forum where dispute is pending

Income tax - addition Appellate Tribunal made on protective basis

Income tax - addition Appellate Tribunal made on protective basis

Income tax - Penalty Appellate Tribunal Imposed

8. The Company has accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

9. 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 taken any loans from financial institutions and banks. The Company does not hold any debentures.

10. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. In our opinion and according to the information and explanation given to us, the term loans were applied for the purpose for which they were obtained.

12. During the course of our examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For S Kansal & Associates. Chartered Accountants

Sachin Kansal Proprietor Place: Ahmedabad M.No. 137191 Date: 30.05.2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Geetanjali Credit And Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 Dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility:

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

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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

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

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

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

Report on Other Legal and Regulatory Requirements:

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

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

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

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the notified under the Act read with the General Circular 15/2013 Dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of the Company's 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, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of the Company's inventories:

a) As explained to us, inventories of shares and investment 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, the discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the 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) According to the information & explanations given to us, the Company has neither granted nor taken any loan to companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

b) In view of the what has been stated above, clause 3 (b) regarding terms and conditions of such loans, clause 3 (c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the Company for the year.

4. In our opinion and according to the information and explanations given to us, there are generally 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 for the sale of goods and services during the course of our audit. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

5. In respect of the contracts or arrangements referred to in 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, that needed to be entered into in 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 transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the Company has not invited or accepted any public deposit, hence the provisions of section 58A, 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there-under are not applicable to the Company and no order under the aforesaid section have been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal, on the Company.

7. The Company does not have formal internal audit system but there are adequate checks and controls at all levels. The management has informed us that the steps are being taken to introduce internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations provided by the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, clause 4(viii) of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing 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 with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2014 for a period of more than six months from the date they become payable.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount Period to which (Rs. In lacs) amount relates

Income tax - addition made on 210.00 1.4.98 to 31.03.99 protective basis

Income tax - addition made on 39.58 1.4.99 to 31.03.00 protective basis

Income tax - Penalty Imposed 73.50 1.4.98 to 31.03.99

Nature of Dues Forum where dispute is pending

Income tax - addition made on Appellate Tribunal protective basis

Income tax - addition made on Appellate Tribunal protective basis

Income tax - Penalty Imposed Appellate Tribunal

10. The company has not incurred any cash losses during the financial year covered by the audit.

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 the repayment of dues to financial institutions and banks. The Company does not hold any debentures.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further all shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company had not raised any term loan and therefore the provisions of Clause (xvi) of the Para 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, we report that no funds raised on short term basis have been used for long term investment or vice versa.

18. 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.

19. The Company has not issued any debentures and therefore the question of creating security & charge in respect thereof does not arise.

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, S. Kansal & Associates., Chartered Accountants

Sachin Kansal Proprietor M. No:-137191 Date: 30.05.2014 Place: Ahmedabad

---

Mar 31, 2013

We have audited the accompanying financial statements of M/s Geetanjali Credit And Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and also the Statement of Profit and for the year ended on that annexed thereto, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

Auditors' Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted the 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 misstatements.

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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

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

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

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

Report on Other Legal and Regulatory Requirements:

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

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

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

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

c. The Balance Sheet and the Statement of Profit and Loss Account dealt with by this Report are in agreement with the books of account.

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

e. On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(1) (g) of the Act.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of the Company's 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, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of the Company's inventories:

a) As explained to us, inventories of shares and investment 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, the discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the 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) According to the information & explanations given to us, the Company has neither granted nor taken any loan to companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

b) In view of the what has been stated above, clause 3 (b) regarding terms and conditions of such loans, clause 3 (c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the Company for the year.

4. In our opinion and according to the information and explanations given to us, there are generally 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 for the sale of goods and services during the course of our audit. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

5. In respect of the contracts or arrangements referred to in 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, that needed to be entered into in 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 transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the Company has not invited or accepted any public deposit, hence the provisions of section 58A, 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there-under are not applicable to the Company and no order under the aforesaid section have been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal, on the Company.

7. The Company does not have formal internal audit system but there are adequate checks and controls at all levels. The management has informed us that the steps are being taken to introduce internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations provided by the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, clause 4(viii) of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular in depositing 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 with appropriate authorities, wherever applicable to it.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2013 for a period of more than six months from the date they become payable.

c) According to information and explanations given to us, there are statutory dues on account of Income Tax which have not been deposited on account of any dispute which are been pending before relevant Appellate Authorities as under:-

Nature of Dues Amount Period to Forum where (Rs. In which amount dispute is pending lacs) relates

Income tax - 210.00 1.4.98 to Appellate Tribunal addition made on 31.03.99 protective basis

Income tax - 39.58 1.4.99 to Appellate Tribunal addition made on 31.03.00 protective basis

Income tax - 73.50 1.4.98 to Appellate Tribunal Penalty Imposed 31.03.99

10. The company has not incurred any cash losses during the financial year covered by the audit. However, the Company had incurred cash loss of Rs. 26,418 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 the repayment of dues to financial institutions and banks. The Company does not hold any debentures.

12. According to information and explanations given to us, and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further all shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company had not raised any term loan and therefore the provisions of Clause (xvi) of the Para 4 of the Companies ( Auditor's Report) Order 2003 are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, we report that no funds raised on short term basis have been used for long term investement or vice versa.

18. 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.

19. The Company has not issued any debentures and therefore the question of creating security & charge in respect thereof does not arise.

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, S. Kansal & Associates., Chartered Accountants

Sachin Kansal Partner M. No:-137191 Date: 30.05.2013 Firm Reg No:- 134937W Place: Ahmedabad

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Geetanjali Credit & Capital Limited as at 31st, March 2012 and also the Profit & Loss Account 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 amount 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 Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Direction, 1998 issued by the Reserve Bank of India in term section 451A of the Reserve Bank of India Act, 1934, we report as under in regard to the matters specified in para 3 & 4 of the said order:

a. The company has filed an application for registration as provided in section 451A of the Reserve Bank of India Act, 1934. As per the information and explanations given to us by the management, the Reserve Bank of India has issued the Certificate of Registration to the company as Non-Banking Financial Company.

b. As per information and explanations given to us the Board of Directors has passed a resolution for the Non-Acceptance of any public deposits.

c. As it appears from our examination of the books of accounts, the company has not accepted any Public Deposits during the year under review.

d. In terms of information and explanation given to us and as it appears from our examination of books of accounts produced before us, the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts have generally been followed by the company.

5. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

c. The Balance Sheet and Profit & Loss Account dealt with by this report is in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the mandatory Accounting Standards referred to in Section 211 (3C) of Companies Act, 1956 to the extent applicable.

e. On the basis of the written representations received from the directors as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31.03.2012 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are 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 31.03.2012.

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

ANNEXURE TO AUDITOR'S REPORT ON THE ACCOUNTS OF GEETANJLI CREDIT & CAPITAL LIMITED FOR THE YEAR ENDED 31st MARCH, 2012, AS REFERRED TO IN OUR REPORT OF EVEN DATE

Referred to in Paragraph I of our report of even date:

1. (a) The company has maintained proper records showing full particulars, including Quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management at intervals, which in our opinion are reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

© During the year, the company has not disposed off any substantial part of the Fixed assets.

2. (a) As per information and explanations given to us and on the basis of examination of records, we are of the opinion that physical verification of inventory of share and investments has been conducted by the management at reasonable intervals during the year.

(b) The procedure 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 it's business

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stock of shares and investment.

3. According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

In view of the what has been stated above, clause 3(b) regarding terms and conditions of such loans, clause 3(c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the company for the year.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit we have not observed any major weakness in 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 explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so made.

(b) In our opinion and according to the information and explanation given to us, where each of such transactions is in excess of Rs.5.00 Lacs in respect of any party, the transactions have been made at prices which are prima facie 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 not accepted any deposits within the meaning Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. Clause (8) of the paragraph 4 of the Companies (Auditor's Report) Order,2003 relating to maintenance of cost records is not applicable to the company.

9. a) The Central Government has been regular in depositing with the appropriate authorities any undisputed statutory dues during the year, as applicable to it.

b)According to the records of the company, there are no dues of income tax, custom duty, wealth tax, sales tax, cess which have not been deposited on account of any dispute.

c.) Disputed dues in respect of

Nature of the Amt. Period to which Forum where dues (Rs. In amount relates dispute is pending lacs)

Income Tax - 210.00 1.4.1998 to 31.3.1999 Appellate addition made Tribunal on protective basis

Income Tax - 39.58 1.4.1999 to 31.3.2000 Appellate addition made Tribunal on protective

Income Tax - 73.50 1.4.1998 to 31.3.1999 Appellate Penalty Tribunal jmposed

have not been deposited since the matters are pending before relevant Appellate Authorities.

10. In our opinion and according to the information and explanation given to us, the company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses either in the current financial year or in immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted on repayment of dues to banks and financial institutions. There are no debentures issued by the Company and as such the question of default in the payment to debenture holders does not arise.

12. Based on our examination, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. So the requirement of documents and records in regard to loans and advances is not applicable to the company.

13. I n our opinion, the Company is not a chit fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further, all share, securities, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantees for any loans taken by others from other banks or financial institutions.

16. The company has not raised any term loans during the year and hence the provision of clause 4(xvi) of the Companies ( Auditor's Report ) Order 2003 are not applicable to the Company.

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

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

19. According to the information and explanation given to us, the company has not issued any debentures. Therefore, clause (19) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20. The company has not raised any money by way of public Issue during the year the period covered by our audit. Therefore, clause (20) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

For A K Kalia & Associates Chartered Accountants FRN :06949N

Sd/-

Place : Chandigarh ( Anil Kumar Kalia ) Date : 25/08/2012 Prop.

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Geetanjali Credit & Capital Limited as at 31st, March 2011 and also the Profit & Loss Account 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 amount 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 Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Direction, 1998 issued by the Reserve Bank of India in term section 451A of the Reserve Bank of India Act, 1934, we report as under in regard to the matters specified in para 3 & 4 of the said order:

a. The company has filed an application for registration as provided in section 451A of the Reserve Bank of India Act, 1934. As per the information and explanations given to us by the management, the Reserve Bank of India has issued the Certificate of Registration to the company as Non-Banking Financial Company.

b. As per information and explanations given to us the Board of Directors has passed a resolution for the Non-Acceptance of any public deposits.

c. As it appears from our examination of the books of accounts, the company has not accepted any Public Deposits during the year under review.

d. In terms of information and explanation given to us and as it appears from our examination of books of accounts produced before us, the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts have generally been followed by the company.

5. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

c. The Balance Sheet and Profit & Loss Account dealt with by this report is in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the mandatory Accounting Standards referred to in Section 211 (3C) of Companies Act, 1956 to the extent applicable.

e. On the basis of the written representations received from the directors as on 31.03.2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31.03.2011 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f. 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 notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are 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 31.03.2011.

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

ANNEXURE TO AUDITOR'S REPORT ON THE ACCOUNTS OF GEETANJLI CREDIT &CAPITAL LIMITED FOR THE YEAR ENDED 31st MARCH, 2011, AS REFERRED TO IN OUR REPORT OF EVEN DATE

Referred to in Paragraph I of our report of even date:

1. (a) The company has maintained proper records showing full particulars, including

Quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management at intervals, which in our opinion are reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

© During the year, the company has not disposed off any substantial part of the Fixed assets.

2. (a) As per information and explanations given to us and on the basis of examination of records, we are of the opinion that physical verification of inventory of share and investments has been conducted by the management at reasonable intervals during the year.

(b) The procedure 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 it's business

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stock of shares and investment.

3. According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

In view of the what has been stated above, clause 3(b) regarding terms and conditions of such loans, clause 3(c) regarding payment of principal amount and interest and clause 3(d) regarding steps for recovery of overdue amount of Para 4 of the Order are not applicable to the company for the year.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit we have not observed any major weakness in 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 explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so made.

(b) In our opinion and according to the information and explanation given to us, where each of such transactions is in excess of Rs.5.00 Lacs in respect of any party, the transactions have been made at prices which are prima facie 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 not accepted any deposits within the meaning Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. Clause (8) of the paragraph 4 of the Companies (Auditor's Report) Order,2003 relating to maintenance of cost records is not applicable to the company.

9. a) The Central Government has been regular in depositing with the appropriate authorities any undisputed statutory dues during the year, as applicable to it.

(b) According to the records of the company, there are no dues of income tax, custom duty, wealth tax, sales tax, cess which have not been deposited on account of any dispute.

10. In our opinion and according to the information and explanation given to us, the company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses either in the current financial year or in immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted on repayment of dues to banks and financial institutions. There are no debentures issued by the Company and as such the question of default in the payment to debenture holders does not arise.

12. Based on our examination, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. So the requirement of documents and records in regard to loans and advances is not applicable to the company.

13. In our opinion, the Company is not a chit fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

14. In our opinion and on the basis of examination of records, the company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures or other investments and timely entries have been made therein. Further, all share, securities, debentures and other investments have been held by the company in its own name.

15. As informed to us, the Company has not given any guarantees for any loans taken by others from other banks or financial institutions.

16. The company has not raised any term loans during the year and hence the provision of clause 4(xvi) of the Companies ( Auditor's Report ) Order 2003 are not applicable to the Company.

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

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

19. According to the information and explanation given to us, the company has not issued any debentures. Therefore, clause (19) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20. The company has not raised any money by way of public Issue during the year the period covered by our audit. Therefore, clause (20) of paragraph 4 of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

For Pawan Chagti & Associates Chartered Accountants FRN :013905N

Sd/-

Place : New Delhi ( Pawan Kumar ) Date : 02/08/2011 Partner