Auditor Report of Hindustan Auto Finance Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of HINDUSTAN AUTO FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2014 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

Opinion

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

b) 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 and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

We report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

2. (a) Since the company does not carry any inventories during the year under review therefore provisions of para (2) (a), (b) & (c) of the order are not applicable.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured

or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements

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

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

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

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

9. (a) The Company has not deposited a sum of Rs. 86,291/- being the income tax demand in respect of A.Y. 2001-2002, which has neither been disputed by the company and

also remained unpaid for more than six months as on 31st of March, 2014.

(b) The following disputed statutory dues aggregating to Rs. 1,54,388/- have not been deposited, however, the appeal filed has been disposed off the by ld. CIT (A), Meerut and the appeal effect towards the same is yet to be received from the Income Tax department:-

Name of the Statue : Income Tax Act, 1961

Nature of Dues : Income Tax

Forum where dispute is pending : Commissioner of Income Tax (Appeal), Meerut

Amount in Rs. : 1,54,388.00

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, as applicable to the company.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to information and explanations given to us, the Company is not dealing or trading in Shares, securities, debentures and other investments. According the provisions of clause 4(xiv) of the Order is not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the, management, the company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that 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.

19. The Company has not issued any secured outstanding debentures during the period.

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

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

For RAVI CHOPRA & ASSOCIATES Chartered Accountants

Sd/- Place : New Delhi RAVI CHOPRA Dated : 29 May, 2014 Partner M.No. 083390 FRN 007335N

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Mar 31, 2013

We have audited the accompanying financial statements of Hindustan Auto Finance Limited ("the Company"), which comprise the Balance sheet as at March 31, 2013, and the statement of Profit & Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management s Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

Opinion

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

b) 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 and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on March 31, 2013, and 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 clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

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

Weereportti5 referred t0 in Paragraph 1 0f °ur ReP°rt on °ther Legal and Regulatory Requirements.

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. | exPlained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

2. (a) Since the company does note cany any inventories during the year under review t therefore provisions of para (2) (a), (b) & (c) of the order are not applicable.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other Parties listed in the register maintained under Section 301 of the Companies Act 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

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

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

6. The Company has not accepted any deposits from the public covered under section 58A and 58 A A of the Companies Act, 1956.

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

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

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

For RAVI CHOPRA & ASSOCIATES Chartered Accountants

Sd/- Place: New Delhi RAVI CHOPRA Dated: 2nd Sept.'13 Partner M.No. 083390 FRN 007335N

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Mar 31, 2012

We have audited the attached Balance Sheet of Hindustan Auto Finance Limited as at 3ISI March 2012, the profit & loss account and the cash flow statement of the Company for the year ended as 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.

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 from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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.

1. As required by the Companies (Auditor's Report) Order. 2003 issued by the Central Government of India in terms of sub-section 14A) of section 227 of the Companies Act, 1956 we give in the annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order, to the extent applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (I) above, we state that:

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

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

c) The balance sheet, profit and loss account and cash flow statement referred to in this report are in agreement with the books of accounts;

d) In our opinion, the balance sheet, profit and loss account and cash flow statement complies with the mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956..

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

f) In our opinion and best to our information and according to explanations given to us, the said accounts read with the significant amounting 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 in conformity with the accounting principles generally accepted in India: -

i) In as it relates to Balance Sheet of the state of affairs of the company as at 3 March, 2012, and

ii) In the case of the profit & Loss Account, of the Loss of the Company for the year ended 3 Ist March'2012.

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

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF AUDITOR'S REPORT DATED 1st SEPTEMBERS 2012

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

(b) Fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

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

(ii) (a) Since the company does not carry any inventory during the year under review therefore provisions of para (ii) (a), (b) & (c) of the order are not applicable.

(iii) (a) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of the forgoing Clause (b), (c) & (d) of the order are not applicable.

(e) The Company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In view of the forgoing Clause (f) & (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act'1956 have been so entered.

(b) There were no transactions exceeding Rs. Five lacs and as such the provisions of para 4 (v) (b) of the order are not applicable.

(vi) The Company has not accepted any fresh Deposits from Public. The Reserve Bank of India vide its order dated 18/22 December'2003 has cancelled Certificate of Registration to carry on the business of a Non-Banking Financial Institution and has prohibited the Company from accepting fresh deposits, The Company has not accepted any fresh deposit from Public after the date of aforesaid order. Further as explained and observed, the Company has not contravened with provisions of Section 58AA of the Act.

(vii) The Company has an internal audit system, which in our opinion is considered as commensurate with the Company size and the nature of its business*

(viii) As explained to us, maintenance of cost records has not been prescribed by the Central Government for the Company;

(ix) The following disputed statutory dues aggregating to Rs. 1,54,388/- have not been deposited, however, the appeal filed has been disposed off by the Id. CIT (A), Meerut and the appeal affect towards the same is yet to be received from the Income Tax department: -

S. Name of the Statue Nature of Dues Forum where dispute is No pending

1. income Tax Act,1961 Income Tax Commissioner of Income Tax (Appeals), Meerut

S. Name of the Statue Amount in Rs. No Rs.

1. income Tax Act,1961 1,54,388.00

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth.

The company has incurred cash losses during the financial year covered under audit and in the immediately preceding financial year.

(xi) The Company has not raised any fresh funds from financial institutions or banks or debenture holders.

(xii) 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

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

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

(xvi) The Company has not raised any term loans during the year under review.

(xvii) The company has not raised funds on short-term basis.

(xviii) During the year, the Company has not made any preferential allotment shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and hence clause 4 (xix) of the Companies (Auditor s Report) Order. 2003 is not applicable to the Company.

(xx) During the year covered by our report the Company has not raised any money by way of public issues.

(xxi) 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 RAVI CHOPRA & ASSOCIATES Chartered Accountants

Sd/- Place: New Delhi RAVI CHOPRA Dated: 1st Sept.'12 Partner M.No. 083390