Auditor Report of Mega Fin (India) Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of MEGA FIN (INDIA) LIMITED (CIN:
L65990MH1982PLC027165) (“the Company”), which comprise the balance sheet as at March 31,
2024, the statement of profit and loss (including Other Comprehensive Income), the statement of
changes in equity and the statement of cash flows for the year then ended and notes to the financial
statements, including material accounting policies and other explanatory information (hereinafter
referred to as the “ financial statements”).

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 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 March 31, 2024 and its profit, other comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

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 financial statement as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. We have determined that there are no key audit
matters to communicate in our report.

a. We draw attention to the Financial Results in which the Financial Statements have been
prepared by the management on a going concern basis even though the company has
substantial accumulated losses. Further as per Section 45-IA of the RBI Act, 1934, no Non¬
banking Financial company can commence or carry on business of a non-banking financial
institution without having a Net Owned Funds of Rs.200 Lakh. In Case of the Company
the NOF as come to less than Rs.200 Lakhs, hence the company cannot continue as a Non¬
Banking Financial Company.

Other Information

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

Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements, or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information; we are required to report that fact. We have nothing to report
in this regard.

Management’s and Board of Directors’ Responsibilities for the financial statements

The Company’s Management and Board of Directors are responsible for the matters stated in section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance, and cash flows
of the Company in accordance with the accounting principles generally accepted in India,
including the accounting standards specified under section 133 of the Act. 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 implementation and maintenance of 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 financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

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

Our objectives are to obtain reasonable assurance about whether the 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
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these 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 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 financial controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the Company has an adequate
internal financial controls system 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 and Board of Directors 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
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 financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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 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 Section 143(11) of the Act, we give in the “Annexure A” a

statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2A. As required by Section 143(3) of the Act, based on our audit report 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 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 except for the matters stated in the
paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

c) The balance sheet, the statement of profit and loss (including other comprehensive income),
the statement of cash flow and statement of changes in equity dealt with by this Report are in

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

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

f) The reservation relating to the Maintenance of accounts and other matters connected there
with are as stated in the paragraph 2(A) (b) above on reporting under section 143(3)(b) and
paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules ,2014.

g) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”; and

B. 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 does not have any pending litigation which would impact its financial
position in its financial statements.

b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses under the applicable law or accounting
standards.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company, if any; and

d) (i) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) 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 or entity, including foreign entity
(“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 its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“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;

(iii) Based on the audit procedures 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), as provided under (i) and (ii)
above, contain any material misstatement.

e) The Company has not paid, proposed or declared any dividend during the year and
until the date of report, Hence, Compliance in accordance with section 123 of the Act is not
applicable.

f) Based on our examination, which included test checks, the Company has used accounting
software’s for maintaining its books of account for the financial year ended March 31, 2024
which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software’s. Further, during
the course of our audit we did not come across any instance of the audit trail feature being
tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,
2024, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended March 31, 2024.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, no remuneration has
been paid by the Company to its Directors during the current year and the company is in
accordance with the provisions of Section 197 of the Act.

For Maheshwari & Co.

Chartered Accountants

Firm’s Registration No.105834W

Vikas Asawa

Partner

Place: Mumbai Membership No. 172133

Date: May 27, 2024 UDIN: 24172133BKAKVV8202

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Mar 31, 2012

We have audited die attached Balance Sheet of the MEGA FIN (INDIA) LIMITED as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 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 of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

3) The Balance Sheet and Profit and Loss account dealt with by this report are in agreement widi the books of account.

4) In our opinion, die Balance Sheet and the Profit and Loss account dealt with by die report are in compliance in all material aspect widi die accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

5) On die basis of written representation received from die directors as at 31.03.2012 and taken on record by the board of directors, we report that none of the directors of the Company are disqualified as on 31.03.2012 from being appointed as director under Sec. 274 (1) (g) of the Companies Act, 1956.

6) The financial statements have been prepared by the management on a going concern basis even though the company has substantial accumulated losses, its activity is stand still and has eroded its net worth as explained in Note No. 17 in respect of which we are unable to express an opinion wither the Company can now operate as a going concern

7) With respect to Loans & Advances of Rs. 223.57 Lacs and Sundiy Debtors of Rs. 188.86Lacs which are outstanding for a long period, where there are no repayments/ interest recovery as explained in Note No. ”8.2”, “8.3”, “9.1” and “9.2” respectively, we are unable to formulate an opinion on the recoverability of the amount due.

8) Attention is invited to Note No. 7.1 regarding the shares, which are neither transferred in the name of the Company nor the Company is holding the shares with valid transfer deed and as such we are unable to formulate an opinion on the veracity of the said shares.

9) Attention is invited to Note No. 16 regarding non appointment of Company Secretary and Managing Director as required by Section 383A and Section 269respectively of Companies Act, 1956.

10) We further report that resultant impact of observation made by us in paragraph 6 tolO above on the loss for the year and current assets, Investments, liabilities and balance in profit & loss account at the year end, on the cash flow statement are unascertainable and accordingly cannot be commented upon by us.

11) Subject to whatever stated or observed in paragraph no. (6) to (10) above, in our opinion, and to die best of our information and according to the explanations given to us, the said accounts read widi the 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 the case of the Balance Sheet, of die state of affairs of die Company as at 31st March, 2012;

ii) in the case of the Profit and Loss account, of die Loss for the year ended on diat date and

iii) in die case of cash flow statement of die cash flow for die year ended on that date.

12) As required by the Companies (Auditor's Report) Order, 2003(as amended) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the ‘said Order')and in our opinion and on the basis of such checks as we considered appropriate we further report that:

i) According to the information and explanations given to us, in the absence of any Fixed Assets and having regard to the Company's business, the reporting on clause 4(i), 4(ii)(a), 4(ii)(b) and 4(ii) (c) of die said Order are not applicable.

ii) a) The Company has not taken secured/unsecured loan from parties covered in the register maintained u/s 301 of the Companies Act, 1956. The Company has granted interest free loan to parties covered in register maintained U/s 301 of the Companies Act, 1956. There is only one Company covered in the register maintained u/s 301 of the Companies Act, 1956 to which Company has granted loan .And the maximum amount involved during die year for loan given to Mega Capital Broking Pvt Ltd was Rs 9,731/- and the year end balance of loans granted to such party was Rs 9,731/-.

b) The above loans are given interest free & there are no stipulations as to repayment of loans, clause (b), (c) & (d) of clause No. 4(iii) are not commented upon.

ii) According to the information and explanations given to us there are generally adequate internal control procedures commensurate with die size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

iii) a) In our opinion and according to the information and explanations given to us, diere are no contracts and arrangements die particulars of which need to be entered in die register maintained under section 301 of the Companies Act, 1956.

b) Sub-clause (b) of clause 4(v) of die said order is not applicable.

iv) In our opinion and according to explanations given to us, die company has not accepted deposits from public during die year.

v) During die year review, due to absence of business operations there was no formal internal audit systems. However Company's control procedure ensures reasonable internal checking of its financial and odier records.

vi) According to the information and explanation given to us, maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, hence the question of reporting under clause 4(viii) of the said Order does not arises.

vii) a)According to the records of the Company, the Company is regular in depositing with die appropriate authorities undisputed statutory dues including Income Tax, Sales Tax, Wealdi Tax, Service Tax, Custom Duty, Excise Duty, cess & odier material statutory dues applicable to it. As there are no employees on pay roll of the Company, Provision of Provident

Fund, and Employees State Insurance Scheme are not applicable and also provisions of Investor Education & Protection Fund are not applicable.

b) As per records of the Company and according to the information and explanation given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty & Cess as at 31.03.2012 for a period more than six months from the date they become payable.

c) As per records of the Company and according to the information and explanation given to us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty and cess which have not been deposited on account of any dispute.

viii) In our Opinion, the accumulated losses of the company are more than fifty , percent of the Net worth. The Company has incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

ix) The Company has not borrowed from a financial institution or a bank and has not issued any debentures. Therefore clause 4 (xi) of the said Order is not applicable.

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

xi) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of die said Order is not applicable to the Company.

xii) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures, and other investments. The shares are held by the Company in its own name, except where die company is not holding the share certificates along widi valid transfer deeds (Refer Note No. HV 7./').and also our qualification in Para 8 of the report.

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

xiv) The Company has not obtained term loans during the year and no amounts are outstanding.

xv) On the basis of information and explanation given thus and as on overall examination of the Balance Sheet & the cash flow statement of the Company, We report that no funds raised on short term basis have been used during the year for the long term investment.

xvi) 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. Accordingly, the question of reporting on whether die price at which such shares have been issued is prejudicial to the interest of the company does not arise.

xvii) The Company has not issued any debentures during the year and no amounts are outstanding. Accordingly question of creating a security for such debentures does not arise.

xviii) The Company has not raised any money by public issues during the year.

Accordingly, the question of disclosure of end use of such monies does not arise.

xix) According to die information and explanation given to us, no fraud on or by die Company has been noticed or reported during die course of our Audit.

For S. K SHETH & CO. CHARTERED ACCOUNTANTS FIRM REG No.:110074W

Sd/-

Place : Mumbai (SHARAD K. SHETH)

Date : 21st May,2012 PROPRIETOR

Membership No: 34061

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Mar 31, 2011

We have audited the attached Balance Sheet of the MEGA FIN (INDIA) LIMITED as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 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 of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We ''" believe that our audit provides a reasonable basis for our opinion.

1) 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.

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

3) The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account.

4) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by the report are in compliance in all material aspect with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

5) On the basis of written representation received from the directors as at 31.03.2011 and taken on record by the board of directors, we report that none of the directors of the Company are disqualified as on 31.03.2011 from being appointed as director under Sec. 274 (1) (g) of the Companies Act, 1956.

6) The financial statements have been prepared by the management on a going concern basis even though the company has substantial accumulated losses, its activity is stand still and has eroded its net worth as explained in Note No. "B (9)" in respect of which we are unable to express an opinion wither the Company can now operate as a going concern

7) With respect to Loans Advances of Rs. 145.31 Lacs and Sundry Debtors of Rs. 188.86 Lacs which are outstanding for a long period, where there are no repayments/ interest recovery as explained in Note No. "B (3)", we are unable to formulate an opinion on the recoverability/ity of the amount due.

8) Attention is drawn to Note No. "B (5)" regarding non confirmation of balances of loans and advances, sundry debtors, Assets given on lease.

9) Attention is invited to Note No. "S (6)" regarding the shares, which are neither transferred in the name of the Company nor the Company is holding the shares with valid transfer deed and as such we are unable to formulate an opinion on the veracity of the said shares..

10) Attention is invited to Note No. "B (8)" regarding non appointment of Company Secretary and Managing Director as required by Section 383A and Section 269 respectively of Companies Act, 1956.

11) We further report that resultant impact of observation made by us in paragraph 6,to 10 above on the loss for the year and current assets, Investments, liabilities and balance in profit & loss account at the year end, on the cash flow statement are unascertainable and accordingly cannot be commented upon by us.

12) Subject to whatever stated or observed in paragraph no.(6) to (11) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the 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 the case of the Balance Sheet, of the state of affairs of the Company ,as at 31st March, 2011;

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

iii) in the case of cash flow statement of the cash flow for the year ended on that date.

13) As required by the Companies (Auditor's Report) Order, 2003(as amended) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the 'said Order')and in our opinion and on the basis of such checks as we considered appropriate we further report that :

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

b) As all the fixed assets has been disposed off during the year However, as noted in paragraph 6 of our report we are unable to form an opinion whether the going concern assumption used in the preparation of financial statement is appropriate.

ii) According to the information and explanations given to us, and having regard to the Company's business, the reporting on clause 4(ii) (a), 4(ii)(b) and 4(ii)(c) of the said Order are not applicable.

iii) a) The Company has not taken -secured/unsecured loan from parties covered in the register maintained u/s 301 of the Companies Act, 1956. The Company has granted interest free loan to parties covered in register maintained U/s 301 of the Companies Act, ._1956_. There are three Companies covered in the register maintained u/s 301 of the Companies Act, 1956 to which Company has granted loans out of which loan given to Mega Safe Deposit Values Ltd and Mega Custodial Ltd is squared off. And the maximum amount involved during the year for loan given to Mega Capital Broking Pvt Ltd was Rs.12,700/- and the year end balance of loans granted to such party was Rs 7,100/-.

b) As the above loans are given interest free & there are no stipulations as to repayment of loans, clause (b), (c) & (d) are not commented upon.

iv) According to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

b) Sub-clause (b) is not applicable.

vi) In our opinion and according to explanations given to us, the company has not accepted deposits from public during the year.

vii) During the year review, due to absence of business operations there was no formal internal audit systems. However Company's control procedure ensures reasonable internal checking of its financial and other records.

viii) According to the information and explanation given to us, maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act,1956, hence the question of reporting under clause 4(viii) of the said Order does not arises.

ix) a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess & other material statutory dues applicable to it. As there are no employees on pay roll of the Company, Provision of Provident Fund, and Employees State Insurance Scheme are not applicable and also provisions of Investor Education & Protection Fund are not applicable.

b) As per records of the Company and according to the information and explanation given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty & Cess as at 31.03.2011 for a period more than six months from the date they become payable .

c) As per records of the Company and according to the information and explanation given to us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty and cess which have not been deposited on account of any dispute.

x) In our Opinion, the accumulated losses of the company are more than fifty percent of the Net worth. The Company has incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

xi) The Company has not borrowed from a financial institution or a bank and has not issued any debentures. Therefore clause 4

(xi) of the said Order is not applicable.

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

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the said Order is not applicable to the Company.

xiv) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures, and other investments. The shares are held by the Company in its own name, except where the company is not holding the share certificates along with valid transfer deeds (Refer Note No. "B (6)").and also our qualification in Para 9of the report.

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

xvi) The Company has not obtained term loans during the year and no amounts are outstanding.

xvii) On the basis of information and explanation given thus and as on overall examination of the Balance Sheet & the cash flow statement of the Company, We report that no funds raised on short term basis have been used during the year for the long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

xix) The Company has not issued any debentures during the year and no amounts are outstanding. Accordingly question of creating a security for such debentures does not arise.

xx) The Company has not raised any money by public issues during the year. Accordingly, the question of disclosure of end use of such monies does not arise.



xxi) According to the information-aphid explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

For S. K SHETH & CO.

CHARTERED ACCOUNTANTS Firm Registration

No.:110074W

Sd/- Place : Mumbai (SHARAD K. SHETH)

Date : August 26, 2011 PROPRIETOR

M.No. : 34061

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Mar 31, 2010

We have audited the attached Balance Sheet of the MEGA FIN (INDIA) LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the 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 of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) 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 except as mentioned in Note No "B(18)".

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

3) The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account.

4) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by the report are in compliance in all material aspect with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

5) On the basis of written representation received from the directors as at 31.03.2010 and taken on record by the board of directors, we report that none of the directors of the Company are disqualified as on 31.03.2010 from being appointed as director under Sec. 274 (1) (g) of the Companies Act, 1956.

6) The financial statements have been prepared by the management on a going concern basis even though the company has substantial accumulated losses, its activity is stand still and has eroded its net worth as explained in Note No. "B (9) " in respect of which we are unable to express an opinion wither the Company can now operate as a going concern

7) With respect to Loans & Advances of Rs. 145.31 Lacs and Sundry Debtors of Rs. 188.86 Lacs which are outstanding for a long period, where there are no repayments/ interest recovery as explained in Note No. "B (3)", we are unable to formulate an opinion on the recoverability of the amount due.

8) Attention is drawn to Note No. "B (5)" regarding non confirmation of balances of loans and advances, sundry debtors, Assets given on lease.

9) Attention is invited to Note No. "B (6)" regarding the shares, which are neither transferred in the name of the Company nor the Company is holding the shares with valid transfer deed and as such we are unable to formulate an opinion on the veracity of the said shares.

10) Attention is invited to Note No. "B (18)" regarding non availability of balance confirmation and statement of account from Union Bank of India Ahmedabad , this balances is subject to confirmation and reconciliation and adjustment/ entries to these account would be made on receipt of statement of account and confirmation and completion of reconciliation.

11) Attention is invited to Note No. "B (8)" regarding non appointment of Company Secretary and Managing Director as required by Section 383A and Section 269 respectively of Companies Act, 1956.

12) We further report that resultant impact of observation made by us in paragraph 6 to l0 above on the loss for the year and current assets, Investments, liabilities and balance in profit & loss account at the year end, on the cash flow statement are unascertainable and accordingly cannot be commented upon by us.

13) Subject to whatever stated or observed in paragraph no.(6) to (11) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

iii) in the case of cash flow statement of the cash flow for the year ended on that date.

14) As required by the Companies (Auditors Report) Order, 2003(as amended) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the said Order)and in our opinion and on the basis of such checks as we considered appropriate we further report that:

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

b) The Fixed Assets, except for assets given on lease and which are impaired, have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of the business. No material discrepancies were noticed on such verification. As the impaired assets are not in good condition to use and as explained to us the said assets are in the process of scrap it out ,hence the impaired assets are not verified during the year. [Refer Note :5(b)] In respect of Leased assets, the Company has a procedure of collecting confirmation from lessees as to physical existence and working condition of leased assets. During the year, the Company has not sent confirmation to any of the lessee. In the absence of confirmations, we are unable to comment upon the existence and discrepancies if any, in respect of these leased assets.

c) A substantial part of the fixed assets has not been disposed off during the year However, as noted in paragraph 6 of our report we are unable to form an opinion whether the going concern assumption used in the preparation of financial statement is appropriate.

ii) According to the information and explanations given to us, and having regard to the Companys business, the reporting on clause 4(ii)(a), 4(ii)(b) and 4(iiXc) of the said Order are not applicable.

iii) a) The Company has not taken secured/unsecured loan from parties covered in the register maintained u/s 301 of the Companies Act, 1956. The Company has granted interest free loan to parties covered in register maintained U/s 301 of the Companies Act, 1956. There are three Companies covered in the register maintained u/s 301 of the Companies Act, 1956 to which Company has granted loans. The maximum amount involved during the year was Rs.3.52 lacs and the year end balance of loans granted to such parties was Rs.3.52 Lacs.

b) As the above loans are given interest free & there are no stipulations as to repayment of loans, clause (b), (c ) & (d) are not commented upon.

iv) According to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

b) Sub-clause (b) is not applicable.

vi) In our opinion and according to explanations given to us, the company has not accepted deposits from public during the year.

vii) During the year review, due to absence of business operations there was no formal internal audit systems. However Companys control procedure ensures reasonable internal checking of its financial and other records.

viii) According to the information and explanation given to us, maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, hence the question of reporting under clause 4(viii) of the said Order does not arises.

ix) a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Income Tax Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess & other material statutory dues applicable to it. As there are no employees on pay roll of the Company, Provision of Provident Fund, Employees State Insurance Scheme are not applicable and also provisions of Investor Education & Protection Fund are not applicable.

b) As per records of the Company and according to the information and explanation given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty & Cess as at 31.03.2010 for a period more than six months from the date they become payable

c) As per records of the Company and according to the information and explanation given to us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty Excise Duty and cess which have not been deposited on account of any dispute.

x) In our Opinion, the accumulated losses of the company are more than fifty percent of the Net worth. The Company has incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

xi) The Company has not borrowed from a financial institution or a bank and has not issued any debentures. Therefore clause 4 (xi) of the said Order is not applicable.

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

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the said Order is not applicable to the Company.

xiv) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures, and other investments. The shares are held by the Company in its own name, except where the company is not holding the share certificates along with valid transfer deeds (Refer Note No. "B (6)"). and also our qualification in Para 9of the report.

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

xvi) The Company has not obtained term loans during the year and no amounts are outstanding.

xvii) On the basis of information and explanation given thus and as on overall examination of the Balance Sheet & the cash flow statement of the Company, We report that no funds raised on short term basis have been used during the year for the long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued, is prejudicial to the interest of the. company does not arise.

xix) The Company has not issued any debentures during the year and no amounts are outstanding. Accordingly question of creating a security for such debentures does not arise.

xx) The Company has hot raised any .money by public issues during the year. Accordingly, the question of disclosure Of end use of such monies does not arise.

xxi) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

For S. K. SHETH & CO.

CHARTERED ACCOUNTANTS

Firm Registration No.:110074W

Sd/-

(SHARAD K. SHETH)

Place: Mumbai PROPRIETOR

Date : 23.08.2010 M.No.: 34061