Auditor Report of Pawansut Holdings Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Pawansut Holdings Limited ("the company"),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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 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 and presentation 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 the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 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 financial control relevant to the Company's preparation of the financial statements that give 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 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 Company's Directors, 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 on the financial statements.

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 of the state of affairs of the Company as at 31st March2015, its profit/loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. 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, to the extent applicable.

2. As required by section 143(3) of the Act, 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.

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 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 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 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.

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

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

Annexure to the Auditors' Report

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of Pawansut Holdings Limited 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:

i. In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management 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.

ii. In respect of its inventories:

a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spares parts and raw material were physically verified at regular interval by the management. In case of inventories lying with third parties, certificates of stocks holding have been received.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

iii. According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is 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 fixed assets and for the sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v. In our opinion and according to the information and explanations given to us, The Company has not accepted deposits during the year and do not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the company.

vi. The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules, 2014.

vii. In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

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

viii. The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

x. In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, the provisions of the clause 3(x) of the Order are not applicable to the company.

xi. The company has not obtained any term loan during the year, so this para of order is not applicable.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For S.K. SINGLA & ASSOCIATES Chartered Accountants (Firm Registration No. : 005903N)

Sd/-

(CA Vinod Kumar) Partner (Membership No.: 096532)

Place: New Delhi Date: 29-05-2015

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Mar 31, 2014

We have audited the accompanying Financial Statements of Pawansut Holdings Limited ("the Company"), which comprises the Balance Sheet as at 31st March 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 3(C) of section 211 of 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 misstatements, 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 misstatement.

An audit involves performing to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 procedure that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control . 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 Statement of Profit & Loss, of the profit for the year ended on that date;

c) In the case of 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 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 accounts as required by law have been kept by the Company so far as appears from our examinations of those books.

c. The Balance Sheet, The Statement of Profit & Loss and cash flow statement dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in the sub section (3C) of section 211 of 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 274 of the Companies Act, 1956;

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Paragraph 3 of our Report of even date on the accounts of Pawansut Holdings Limited, for the year ended on 31st March, 2014)

(i) In respect of its Fixed Assets:

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

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

c. During the year, substantial part of fixed assets have not been disposed off by the company. During the year 2 cars have been sold and 1 car was purchased during the year. Both the cars were sold on cost which in our opinion prejudicial to the interest of the company. The only car purchased has been bought from Director of the company and is related party transaction.

(ii) In respect of it''s inventories:

a) The inventory has been physically verified by the management during the year.

b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

(iii) In respect of loans, secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the companies Act, 1956:

a. The Company has granted number of loans to various parties on interest free basis. Because of this the company is loosing on revenue which could have increased earning for shareholders. But as mentioned by the management that these loans are

b. The Company has also given loans and advances to related parties on interest free basis.

c. The company has taken unsecured loan from two parties i.e Emerald Financial Consultants Private Limited and Inspire to Aspire Business Solutions Private Limited. The closing balance in case of Emerald Financial Consultants Private Limited is Rs. 69,58,000/- and in case of Inspire to Aspire Business Solutions Private Limited the closing balance is Rs. 40,00,000. As the loan taken is interest free hence no question of prejudicial to the interest of the company arises. The said loan is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, the company has adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. No continuing failure to correct major weaknesses in internal control system noticed during the year.

(v) In respect of transactions covered under section 301 of the companies Act, 1956:

a. In our opinion and according to the information and explanations given to us the transactions that need to be entered into a register maintained under section 301 of the companies Act, 1956 have been so entered.

b. With regard to the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Act. We are unable to comment on the reasonability of the transaction as comparative market prices at the relevant time are not available with the company.

(vi) As per the explanation given by the management, and the records maintained, the company has not accepted any deposits under the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.

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

(viii) To the best of our knowledge and according to the information given to us the Central Government has not prescribed the maintenance of cost records under section 209-(I) (d) of the companies Act, 1956 for the company.

(ix) In respect of statutory dues.

(a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax, investor education and protection fund, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India. There are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) As at 31st March, 2014, as per the explanations given to us by the management, there are no dues of sales tax, income tax, custom duty, service tax, wealth tax, excise duty and cess which as not been deposited on account of any dispute .

(x) The company has neither accumulated losses as at 31st March 2014, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to a financial institutions or banks or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced 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.

(xiii) The provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company is not a chit fund or a Nidhi/Mutual Benefit fund/Society.

(xiv) The Provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company a the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) 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.

(xvi) According to the records of the company, the company had one term loan from ICICI bank Ltd. of Rs. 9,46,214/- outstanding at the beginning of the year and the same have been paid off during the year. These loans have been applied for the purpose, for which they have been taken.

(xvii) Based on information and explanations given to us, as on 31st March 2014, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xviii) According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us no debentures has been issued by the company hence no question of security or charge arises.

(xx) According to the information and explanations given to us no money has been raised by the public issue.

(xxi) Though many transactions with inter connected undertakings were noticed but as per the information and explanations given to us and on the basis of examinations of records, no material fraud on or by the Company was noticed or reported during the year.

FOR AMIT R. GUPTA & ASSOCIATES Chartered Accountants

Sd/- Place : Delhi (AMIT KUMAR GUPTA) Dated : 29.05.2014 PROPRIETOR M. No. 099522 Firm Regd. No. 017920N

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Pawansut Holdings Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2013, 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 3(C) 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 misstatements, 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 misstatement.

An audit involves performing to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 procedure 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 Statement of Profit & Loss, of the profit 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 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 accounts as required by law have been kept by the Company so far as appears from our examinations of those books

c. The Balance Sheet and Statement of Profit & 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 & Loss comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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 274 of the Companies Act, 1956;

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

(b) The Company has a phased program of physical verification of its fixed assets which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No fixed assets have been disposed off during the year, which has affected the going concern.

2. (a) The inventory has been physically verified by the management during the year.

(b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the Inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

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

(a) The company has granted unsecured loan to two parties i.e. Delta Leasing & Finance Limited and Focus Industrial Resources Ltd. The maximum amount involved in case of Delta Leasing & Finance Limited is Rs. 9,80,000/- and closing Balance is Rs. 9,80,000/-. The maximum amount involved in case of Focus Industrial Resources Limited is Rs. 31,10,452/- and closing Balance is Rs. 27,60,452/-. No interest has been charged on these loans. These loans are repayable on demand and seem to be non prejudicial to the interest of the company as it was temporary arrangement.

(b) The company has accepted unsecured loans from two parties i.e. Argent Finvest Private Limited and Jacaranda Capital Limited. The maximum amount involved in case of Argent Finvest Private Limited is Rs. 1,38,30,000/- and closing Balance is Rs. NIL. The maximum amount involved in case of Jacaranda Capital Limited is Rs. 88,25,000/- and closing Balance is Rs. NIL. No interest is given to these parties and hence no question of prejudicial to the interest of the company arises.

4. In our opinion and according to information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to the purchase of fixed assets and also for the sale of the goods and services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

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

(b) With regard to the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Act, we are unable to comment on the reasonability of the transaction as comparative market prices at the relevant time are not available with the company.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of clause 4(vi) of CARO are not applicable to the Company.

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

8. To the best of our knowledge and according to the information given to us the Central Government has not prescribed the maintenance of cost records under section 209-(I) (d) of the companies Act, 1956 for the company.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information and the explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

12. According to the information and explanations given to us and based on the documents and records produced 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 provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company as the company is not a chit fund or a Nidhi/mutual benefit fund/ society.

14. The provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and other investments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. To the best of our information and explanations given to us the term loans have been applied for the purpose for which the Company has obtained them.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long term investments.

18. The Company has not made 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 during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

FOR Amit R Gupta & Associates.

Chartered Accountants

Sd/-

(Amit Kumar Gupta)

Proprietor

Place : New Delhi M. No. 099522

Dated : 04.09.2013 Firm Regn. No. 017920N

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Pawansut Holdings Limited, as at 31st March, 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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, and as amended by the Company (Auditor''s Report) (Amendment) Order, 2004 as issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 purpose of our audit;

(b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section [3C] of Section 211 of the Companies Act, 1956;

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

5. 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 present 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 31st March, 2012; and

(b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

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

(b) The Company has a phased programme of physical verification of its fixed assets which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No fixed assets have been disposed off during the year, which has affected the going concern.

2. (a) The inventory has been physically verified by the management during the year.

(b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the Inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

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

(a) The company has not granted any loans, secured or unsecured to companies, firms or the parties covered in the register maintained u/s 301 of the companies Act, 1956. As the company has not granted any loans, secured or unsecured, to the parties listed in the register maintained under section 301 of the company Act,1956, paragraphs (iii)(b),(c) and (d) of the order are not applicable.

(b) The Company has taken loan from three parties listed in the register maintained u/s 301 of the companies Act, 1956. The maximum amount involved is Rs.3,29,98,000/-. The interest has not been given on these loans. These loans are payable on demand, hence in our opinion and according to the information and explanations given to us, the terms and conditions, are not prima facie prejudicial to the interest of the Company. The closing balance of these loans is Rs. 3,29,98,000/-.

4. In our opinion and according to information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to the purchase of fixed assets and also for the sale of the goods and services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us the transactions made in pursuance contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion, and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant times. As regards license fees transaction it is not possible to comment on its market price in view of the solitary nature of the transaction.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of clause 4(vi) of CARO are not applicable to the Company.

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

8. The Central Government has prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the same.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information and the explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

12. According to the information and explanations given to us and based on the documents and records produced 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 provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company as the company is not a chit fund or a Nidhi/mutual benefit fund/ society.

14. The provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and other investments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. To the best of our information and explanations given to us the term loans have been applied for the purpose for which the Company has obtained them.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long term investments.

18. The Company has not made 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 during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

FOR AMIT R GUPTA & ASSOCIATES.

Chartered Accountants

Sd/- (Amit Kumar Gupta)

Proprietor

M. No. 099522

Firm Regn. No. 017920N Place : New Delhi

Dated : 03.09.2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Pawansut Holdings Limited, as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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, and as amended by the Company (Auditor''s Report) (Amendment) Order, 2004 as issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 purpose of our audit;

(b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March, 2011 from being appointed as a director in terms of clause (g) of sub Section (1) of Section 274 of the Companies Act, 1956;

5. 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 present 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 31st March, 2011; and

(b) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Paragraph 3 of our Report of even date on the accounts of Pawansut Holdings Limited, for the year ended on 31st March, 2011)

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

(b) The Company has a phased programme of physical verification of its fixed assets which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No fixed assets have been disposed off during the year, which has affected the going concern.

2. (a) The inventory has been physically verified by the management during the year.

(b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the Inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

3. (a) The company has given loan to four parties listed in the register maintained u/s 301 of the companies Act, 1956. The maximum amount involved is Rs.1,57,84,411/-. The interest has not been charged on these loans. These loans are receivable on demand, hence in our opinion and according to the information and explanations given to us, the terms and conditions, are not prima facie prejudicial to the interest of the Company. The closing balance of these loans is Rs. 82,87,295/-.

(b) The Company has not taken loan from any person covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly provision of clause 4 (iii) (e) (f) (g) are not applicable to the Company.

4. In our opinion and according to information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to the purchase of fixed assets and also for the sale of the goods and services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

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

(b) In our opinion, and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant times. As regards license fees transaction it is not possible to comment on its market price in view of the solitary nature of the transaction.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of clause 4(vi) of CARO are not applicable to the Company.

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

8. The Central Government has prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the same.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information and the explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

12. According to the information and explanations given to us and based on the documents and records produced 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 provisions of clause 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company as the company is not a chit fund or a Nidhi/mutual benefit fund/ society.

14. The provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and other investments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. To the best of our information and explanations given to us the term loans have been applied for the purpose for which the Company has obtained them.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long term investments.

18. The Company has not made 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 during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

FOR Amit R Gupta & Associates.

Chartered Accountants

Sd/-

(Amit Kumar Gupta)

Proprietor

M. No. 099522

Firm Regn. No. 017920N Place : New Delhi

Dated : 11.09.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of H/S PAWANSUT HOLDINGS LIMITED as at 3lst March, 2010 and the Profit a Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit,

we concluded our audit In accordance with auditing standards generally accepted in India. Those standards require that we plan and perform tha audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basisr 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 35 evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion, and report that;

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

2. In our opinion, proper books of accounts as required1 by law have been kept by the company so for as appears from our examination of the books.

3. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

4. In our opinion the Balance Sheet and Profit & Loss Account comply with the accounting standards referred to In subsection f3C) of section 211 of the Companies Act, 1956,

5. In our opinion and based on the information and explanations given to us, none of the Directors are disqualified as on 3lst March, 2010 ftom being appointed as a Director in terms of clause (oj of sub-section [l) of section 274 of the companies Act, 1956.

6. Jn our opinionr and to the best of our information and according to the explanations given to usr the said account give the information required, by the Companies Actr 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, 201D and,

ii) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

iii) In case of Cash Flow Statement, of the cash flows for the year_*pded on that date.

7 As required by the companies (Auditor''s Report) Order 2003, issued by the Central Government of Jndia in terms of Section 227(4A] of the Companies Act 1956, to trie extent applicable and on the basis of such checks as we considered appropriate and atcord.ng to the Information and explanations given to us, we further report that:

(1} a) In our opinion the company is maintaining proper records showing full particulars, induding quantitative details and situation of Fixed assets;

b) on the basis of our examination, the fixed assets have been physically verified by the management at reasonable intervals. There were no discrepancies noticed on verification;

c) No substantial parts of fixed assets have been disposed of during tbe year, which has affected the going concern.

(flj a) The inventory has been physically verified by the management during the year.

b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our domination of the inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records,

(iii) company has granted unsecured loan to one Company [Hajinnfl Resorts Limited) listed In the register maintained under section 301 of the companies Act, 1956. The maximum amount Involved is 15 lacsr No Interest has been charged. The loan Is repayable on demand and does not seem to be prejudicial to the Interest of the company.

(to] The Comply has not taken any loans secured or unsecured from companies, firms or other parties listed In register maintained under section 301 of the companies Act, 1955-

{iv] In our opinion and according to the information and explanations given to us, the company has adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. No continuing failure to correct major weaknesses in internal control system noticed during the year.

(v) (a) The particulars of contracts or arrangements referred to in section im nf the Act have been entered In the register required to be maintained under that section; and

(b) With regard to the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Act. We an* unable to comment on the reasonabitity of the transaction as comparative market prices at the relevant time are not avaiipQJe with the company.

(vi) The company has not accepted any deposits under the provision or section 58Ar SBAA or any other relevant provisions of ttie Act and the rules framed there under, do not apply,

{vil) In our opinion the company has an Internal audit system commensurate with the size and nature of its- business.

(viii) To the best of our knowledge and according to the information given to us the Centrot Government has not prescribed the maintenance 0- cost records under section 209 [I) fd) of the companies Act, 1956 for the company.

fix} (a) According to the books and records as produced and examined by us In accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Ad Is not applicable to the company, undisputed statutory dues in respect of Income tax, investor education and protection fund, sates tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues have generally been regularly deposited by the company during the year With the appropriate authorities in tndla. There are no outstanding statutory dues as at the last day of trie financial yeaf concerned for a period of more than six months from the date they became payable,

(bj As at 3ist March, 2010 there have been no disputed dues which have not been deposited with the respective authorities in respect of income tax, wealth tax4 service tax, excise duty, sales tax, custom duty and cess,

{x) The company has neither accumulated losses as at March 3ir 2010, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year,

(xl) According to the information and explanations given to us and as shown by the records examined by us there were no dues payable to financial institutions and banks or debenture holers.

(xii) The company has not grented any loans or advances on the basis of seeurltv bv wav of pledge of shares, debentures and other securities,

(x,ii) m our opinion, the company is not a r*n fund, nidhl, mutual benefit fund or societies. Therefor* the provisions of clause A f*H) of the Companies (Auditors) order 2003 are not applicable to the Company,

(xlv) According to the information and explanations given to us proper records have been maintained in respect of transactions and contracts in shares securities debentures and other investments and timely entries have been made therein. The shares and other securities have been held by the company in its own name,

(xv- 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.

(vi) The company has not taken any term loan during the year.

(xvil) Based on Information and explanations given to us and as an overall examination of the book of accounts as on 31.03.2010, we report that no funds raised on short term basis have been used for long term investment by the Company.

txviiij According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 195$. According to the information and explanations given to us no debentures has been issued by the company hence no question of secur.ty or charge arises.

{xxl According to the Information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, L$56.

xxi) AS per the information and explanations given to us and on the basis of examinations of records, no material fraud on or by the Company was noticed or reported during the year.

For gupta & associates

Chartered Accountants

{AMIT KUMAfcEOPTA)

Proprietor

M. Mo. 099522

Firm Regn. No. 017920N

Place : Delhi

Dated : 01/09/2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of PAWANSUT HOLDINGS LIMITED as at 31st March, 2009 the Profit & Loss Account of the Company for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We concluded 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, and report that:

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 so far as appears from our examination of those books;

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

5. According to the information and explanations given to us and on the basis of the written representations received from the directors as on 31st March, 2009, taken on record by the board of directors, none of the directors is disqualified as at 31st March 2009, from being appointed as a director under Section 274(1)(g) of the Companies Act, 1956.

6. In our opinion, and to the best of our information and according to the explanations given to us, the said account 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, 2009,

ii) In the case of Profit & Loss Account, of the Profit for the year ended on that date and,

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

7. As required by the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report)(Amended order 2004) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that :

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets. We have been informed that the fixed assets of the company are physically verified by the Management, which in our opinion, is reasonable having regards to the size of the company and the nature of its assets. Physical verification was carried out during the year and no material discrepancies were noticed.

(b) In our opinion and according to the information explanations given to us, substantial parts of fixed assets have not been disposed off by the Company during the year.

(ii) (a) As explained to us the inventories of securities, has been physically verified by the management during the year.

(b) In our opinion the procedures of physical verification of inventories of securities followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory and there were no material discrepancy noticed on physical verification having regard to the size of the operation of the company.

(iii) (a) 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.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the Company has adequate internal control procedure in general commensurate with the size of the company and the nature of its business, for the purpose of sale and purchases of shares.

(v) (a) In our opinion and according to the information and explanations given to us the contracts and arrangements that need to be entered into the register maintained under section 301 of the Act, have been entered in the said register.

(b) In our opinion the aforesaid transactions have been made at prices which are reasonable having regards to the market price prevailing at the relevant time.

(vi) The company has not accepted any deposits under the provision of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.

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

(viii) According to the information and explanation given to us, maintenance of cost records by the company is not required under the provisions of section 209(I)(d) of the Companies Act, 1956, in respect of the business activities carried out by the company.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act are not applicable to the company, undisputed statutory dues in respect of income tax and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India, Further there were no undisputed arrears of statuary dues outstanding as at 31st March 2009 for a period of more then six months from the date they become payable.

(b) As at 31st March, 2009 there are no dues of sales tax, income tax, custom duty, service tax, wealth tax and cess which has not been deposited on account of any dispute.

(x) The Company has neither accumulated losses as at March 31st 2009, nor it has incurred any cash losses either during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us and as shown by the records examined by us there were no dues payable to financial institutions or banks.

(xii) 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) In our opinion, the company is not a chit fund, nidhi, mutual benefit fund or societies. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors) order 2003 are not applicable to the Company.

(xiv) According to the information and explanations given to us proper records have been maintained in respect of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares and other securities have been held by the company in its own name, or are in the process of transfer in its name, except to the extent of exemptions granted under section 49 of the Act.

(xv) 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.

(xvi) The company has not taken any term loan during the year.

(xvii) Based on information and explanations given to us and as an overall examinations of the book of accounts as on 31.03.2009, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xviii) According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 1956.

(xix) There are no debentures issued and outstanding at the year end.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For M. M. GOYAL & CO.

Chartered Accountants

SD/-

(M. M. GOYAL)

Partner

M. No. 86085

Place : Delhi

Dated : 01.09.2009

---

Mar 31, 2008

We have audited the attached Balance Sheet of PAWANSUT HOLDINGS LIMITED as at 31st March, 2008 the Profit & Loss Account of the Company for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We concluded 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, and report that:

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 so far as appears from our examination of those books;

3. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

5. According to the information and explanations given to us and on the basis of the written representations received from the directors as on 31st March, 2008, taken on record by the board of directors, none of the directors is disqualified as at 31st March 2008, from being appointed as a director under Section 274(1)(g) of the Companies Act, 1956.

6. In our opinion, and to the best of our information and according to the explanations given to us, the said account 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, 2008,

ii) In the case of Profit & Loss Account, of the Profit for the year ended on that date and,

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

7. As required by the Companies (Auditor’s Report) Order 2003, as amended by the Companies (Auditor’s Report)(Amended order 2004) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that :

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets. We have been informed that the fixed assets of the company are physically verified by the Management, which in our opinion, is reasonable having regards to the size of the company and the nature of its assets. Physical verification was carried out during the year and no material discrepancies were noticed.

(b) In our opinion and according to the information explanations given to us, substantial part of fixed assets have not been disposed off by the Company during the year.

(ii) (a) As explained to us the inventories of securities, has been physically verified by the management during the year.

(b) In our opinion the procedures of physical verification of inventories of securities followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory and there were no material discrepancy noticed on physical verification having regard to the size of the operation of the company.

(iii) (a) 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.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the company has adequate internal control procedure in general commensurate with the size of the company and the nature of its business, for the purpose of sale and purchases of shares.

(v) (a) In our opinion and according to the information and explanations given to us the contracts and arrangements that need to be entered into the register maintained under section 301 of the Act, have been entered in the said register.

(b) In our opinion the aforesaid transactions have been made at prices which are reasonable having regards to the market price prevailing at the relevant time.

(vi) The company has not accepted any deposits under the provision of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.

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

(viii) According to the information and explanation given to us, maintenance of cost records by the company is not required under the provisions of section 209(I)(d) of the Companies Act, 1956, in respect of the business activities carried out by the company.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act are not applicable to the company, undisputed statutory dues in respect of income tax and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India, Further there were no undisputed arrears of statuary dues outstanding as at 31st March 2008 for a period of more then six months from the date they become payable.

(b) As at 31st March, 2008 there are no dues of sales tax, income tax, custom duty, service tax, wealth tax and cess which has not been deposited on account of any dispute.

(x) The Company has neither accumulated losses as at March 31st 2008, nor it has incurred any cash losses either during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us and as shown by the records examined by us there were no dues payable to financial institutions or banks.

(xii) 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) In our opinion, the company is not a chit fund, nidhi, mutual benefit fund or societies. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors) order 2003 are not applicable to the Company.

(xiv) According to the information and explanations given to us proper records have been maintained in respect of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares and other securities have been held by the company in its own name, or are in the process of transfer in its name, except to the extent of exemptions granted under section 49 of the Act.

(xv) 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.

(xvi) The company has not taken any term loan during the year.

(xvii) Based on information and explanations given to us and as an overall examinations of the book of accounts as on 31.03.2008, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xviii) According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 1956.

(xix) There are no debentures issued and outstanding at the year end.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For M. M. GOYAL & CO.

Chartered Accountants

Sd/-

M. M. GOYAL

Partner

M. No. 86085

Place : Delhi

Dated : 02.09.2008