Auditor Report of Proaim Enterprises Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Shree Nath Commercial & Finance Limited ("The Company") which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 2014, 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, financial performance in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March, 2014.

(b) In the case of the Profit and Loss Account, of the loss for the year ended March, 2014.

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended March, 2014.

Emphasis of Matter

The company has initiated process for application for Certification of Registration to carry on NBFC business to RBI in current Financial Year to regularize its NBFC Business which is being carried on. However, the Certification of Registration is not received till reporting date. We have directly informed to Reserve Bank of India in compliance of Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 about this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITOR''S REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

(Referred to in point 1 of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of Shree Nath Commercial & Finance Limited on the financial statements for the year ended 31st March, 2014)

1. In respect of its fixed assets:

a. The Company has maintained records showing particulars including quantitative details of fixed assets in fixed assets registered. However, fixed asset register is in process of reconciliation.

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

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

2. As informed to us, the inventories held in dematerialized form, have been verified by the management with supportive evidence during the year. In our opinion the frequency of verification is reasonable. In our opinion, the procedures for 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. On the basis of our examination of the records of inventory, we are of the opinion that Company is maintaining proper records of inventory. We are informed that no discrepancies were noticed on physical verification.

3. (a) The Company has granted unsecured loans to 3 parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 0.86 crores and the yearend balance is Rs. NIL

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

(c) No stipulations have been made for the recovery of the loans hence clause 4 (iii) (c) is not applicable to the company.

(d) No stipulations have been made for recovery of the loans given by the company hence clause 4(iii)

(d) is not applicable to the company.

(e) The Company has taken interest free unsecured loans from 5 parties covered in the register maintained under Section 301 of the Companies Act 1956, the maximum amount outstanding at any time during the year was Rs. 0.73 crores and the yearend balance is Rs. NIL.

(f) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(g) No stipulations have been made for the repayment of the loans hence clause 4(iii) (g) is not applicable to the company.

4. 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. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

6. No deposits, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under have been accepted by the Company.

7. The company does not have adequate internal audit system commensurate with size of the Company and nature of its business.

8. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

9. (a) The Company is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

10. Accumulated losses of the company as at 31st March, 2014 do not exceed fifty percent of its net worth at the end of the financial year. The company has incurred cash loss of Rs. 15,37,874/- during the financial year covered by our audit and Rs. 72,59,424/- during the immediately preceding financial year.

11. According to the records made available to us and information and explanations given to us by the management, the company has not taken any financial assistance from any financial institutions or banks. Accordingly Clause 4(xi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

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

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

14. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

15. In our Opinion, and 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 during the year.

16. As per the information and records furnished to us, the Company has not accepted any term loans. Accordingly Clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

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

19. During the financial year, company had not issued any debenture. Accordingly Clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20. The Company has not raised any money by way of public issue during the year. Accordingly Clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable.

21. 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 instance 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 Pravin Chandak and Associates (Chartered Accountants) Firm Registration No: 116627W

Sd/- Pravin Chandak (Partner) Membership Number: 049391

Place: Mumbai Date: 30th May, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Shree Nath Commercial & Finance Limited ("The Company" ) which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 2013, 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, financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act" ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March, 2013.

(b) In the case Statement of Profit and Loss Account, of the loss for the year ended March, 2013 and

(c) In the case of Cash Flow Statement, of the cash flows for the year ended March, 2013.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in 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, 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 (1) of section 274 of the Companies Act, 1956.

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

(Referred to in point 1 of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of Shree Nath Commercial & Finance Limited on the financial statements for the year ended 31st March, 2013)

1. In respect of its fixed assets:

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

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

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

2. As informed to us, the inventories held in dematerialized form, have been verified by the management with supportive evidence during the year. In our opinion the frequency of verification is reasonable. In our opinion, the procedures for 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. On the basis of our examination the records of inventory, we are of the opinion that Company is maintaining proper records of inventory. We are informed that no discrepancies were noticed on physical verification.

3. (a) The Company has granted interest free unsecured loans to 2 parties covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount outstanding at any time during the year was Rs. 25 lakhs and the yearend balance is Rs. Nil.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

(c) No stipulations have been made for the recovery of the loans hence clause 4 (iii) (c) is not applicable to the company.

(d) No stipulations have been made for recovery of the loans given by the company hence clause 4(iii) (d) is not applicable to the company.

(e) The Company has taken interest free unsecured loans from 7 parties covered in the register maintained under Section 301 of the Companies Act 1956, the maximum amount outstanding at any time during the year was Rs. 3.42 Crores and the yearend balance is Rs. 1.07 Crores.

(f) In our opinion and according to the information and explanations given to us terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(g) No stipulations have been made for the repayment of the loans hence clause 4(iii) (g) is not applicable to the company.

4. 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 Inventory (Shares), fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

6. No deposits, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under have been accepted by the Company.

7. In our opinion and according to information and explanation given to us, the company has adequate internal audit system commensurate with size of the Company and nature of its business.

8. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

9. (a) The Company is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

10. Accumulated losses of the company as at 31st March, 2013 do not exceed fifty percent of its net worth at the end of the financial year. The company has incurred cash losses of Rs. 72,59,424/- during the financial year covered by our audit and had incurred cash losses of Rs. 26,71,129/- during the immediately preceding financial year.

11. According to the records made available to us and information and explanations given to us by the management, the company has not taken any financial assistance from any financial institutions or banks. Accordingly Clause 4(xi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

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

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

14. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

15. In our Opinion, and 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 during the year.

16. As per the information and records furnished to us, the Company has not accepted any term loans. Accordingly Clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

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

19. During the financial year, company had not issued any debenture. Accordingly Clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

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

4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable.

21. 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 instance 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 Pravin Chandak and Associates

Chartered Accountants

Firm Registration No: 116627W

Sd/-

Pravin Chandak

Partner

Membership Number: 049391

Place: Mumbai

Date: 29th May, 2013

---

Mar 31, 2012

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

2. We have 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 mis-statements. 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 (Auditors' Report) Order' 2003 as amended by the Companies (Auditors' Report) (Amendment) 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 of books of accounts and other records as we considered appropriate and as per the information and explanation provided to us by the Company management' we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in Annexure referred to in paragraph 3 above' we report as under:

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

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

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

d. In our opinion' the Balance Sheet' Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-Section (3C) of Section 211 of the Companies Act' 1956 and/or Companies (Accounting Standards) Amendment Rules' 2008;

e. On the basis of written representation received from the directors of the Company as on March 31' 2012 and taken on record by the Board of Directors' we report that none of the directors are disqualified as at March 31' 2012 from being appointed as director in terms of clause (g) of sub Section (l) of Section 274 of the Companies Act 1956;

f. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the Significant Accounting Policies and Notes to Accounts' give the information as 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! In case of

I. the Balance Sheet' of the state of affairs of the Company as at March 31' 2012;

II. the Statement of Profit and Loss' of the Loss for the year ended on that date; and

III. the Cash Flow Statement' of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SHREE NATH COMMERCIAL & FINANCE LIMITED ON THE

FINANCIAL STATEMENT FOR TH E YEAR ENDED MARCH 31. 2012

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

(b) We have been informed that' the fixed assets have been physically verified by the management at reasonable intervals. In our opinion the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management' no material discrepancy was noticed on such verification.

(c) During the year the company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the going concern of the company.

ii. (a) As informed to us' the inventories held in dematerialized form' have been verified by the management with the supportive evidence during the year. In our opinion the frequency of verification is reasonable. '

(b) In our opinion' the procedures for 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 the records of inventory' we are of the opinion that Company is maintaining proper records of inventory. We are informed that no discrepancies were noticed on physical verification.

iii. The Company has not granted/taken any loans' secured or unsecured to/from Companies' firms or other parties covered in the register maintained under Section 301 of the Companies Act' 1956 and therefore clause 4(iii) of the order is not applicable.

iv. There are adequate internal control systems commensurate with the size of the Company and the nature of its business' for the providing of services. During the course of our audit' no major weakness has been noticed in the internal control system.

v. As informed' the particulars of Companies or arrangements referred to in Section 301 of the Act' that need to be entered into the register maintained u/s 301 has been so entered.

vi. There are no public deposit accepted by the Company within the meaning of Section 58A and 58AA of the Companies Act' 1956 and therefore clause 4(vi) of the order is not applicable.

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

viii. The Company does not belongs to list of Companies as prescribed under Section 209(l)(d) of the Companies Act' 1956 and therefore clause 4(viii) of the order is not applicable.

ix. a.

- The Company has been regular in depositing undisputed statutory dues including provident fund' investor education and protection fund' employees state insurance' income tax' value added tax' wealth tax' service tax' custom duty' excise duty' cess and other statutory dues' as applicable to it' with the appropriate authorities.

- The Company has no undisputed amounts payable in respect of provident fund' investor education and protection fund' employees state insurance' income tax' value added tax' wealth tax' service tax' custom duty' excise duty' cess and other statutory

dues' as applicable to it' as on March 31' 2012 for the period of more than six months from the date they become payable.

b. The Company has no disputed amount payable in respect of income tax' value added tax' wealth tax' service tax' custom duty' excise duty cess and other statutory dues' as applicable to it' which have not been deposited on account of any dispute j

x. Accumulated losses of the company are not more than 50% of the networth of the company at the end of the financial year and it has incurred cash losses of Rs. 26'90'820/-in the current year however it has not incurred in any cash loss in the immediately preceding financial year. xi. The Company has not borrowed any fund from financial institutions' banks or debenture holders and therefore clause 4(xi) of the order is not applicable.

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 and therefore clause 4(xii) of the order is not applicable.

xiii. The Company is not a chit fund or a nidhi/ mutual benefit fund/ society and therefore clause 4(xiii) of the order is not applicable. '

xiv. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares' securities' debentures and other investments and timely entries have been made therein. All shares' securities' debentures and other investment have been held by the company' in its own name except to the extent of the exemption granted under section 49 of the Companies Act' 1956.

xv. The Company has not given any guarantee for loans taken by others from banks- or financial institutions and therefore clause 4(xv) of the order is not applicable.

xvi. The Company not obtained any term loans and therefore clause 4(xvi) of the order is not applicable.

xvii. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company' in our opinion' the funds raised on short-term basis have' prima facie' not been used for 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 and therefore clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures and therefore clause 4(xix) of the order is not applicable.

xx. The Company has not raised any money by way of public issue during the year. Accordingly Clause 4(xx) of Companies (Auditor's Report) Order' 2003 is not applicable.

xxi. During the year no fraud on or by the Company has been noticed or reported and therefore clause 4(xxi) of the order is not applicable.

For Pravin Chandak & Associates Chartered Accountants

(Firm Registration No.ll6627W)

Sd/-

Placed Mumbai Pravin Chandak

Date'- 29/08/2012 Partner

Membership No. 049391

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of M/s Shree Nath Commercial & Finance Limited as at 31st March 2011, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standard generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure 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 over all Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4) Further to our comments in the Annexure referred to above, we state that

a) We have obtained all the information and explanation 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 those books.

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011

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

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

ANNEXURE TO THE AUDITOR'S REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

Referred to in paragraph 3 of Auditor's Report of even date on the financial statements as at and for the year ended 31st March, 2011.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we state that:- 1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c) During the year the company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the going concern of the company.

2) a) As informed to us, the inventories have been verified by the management with the supporting evidence during the year. In our opinion the frequency of verification is reasonable.

b) In our opinion, the procedures for 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 the records of inventory, we are of the opinion that Company is maintaining proper records of inventory. We are informed that no discrepancies were noticed on physical verification.

3) a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered 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 covered in the register maintained under Section 301 of the Companies Act, 1956.

4) 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 inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5) According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

6) No deposits, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed thereunder have been accepted by the Company.

7) In our opinion and according to information and explanation given to us, the company has adequate internal audit system commensurate with size of the Company and nature of its business.

8) According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

9) a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

10) The Company has no accumulated losses as at 31st March, 2011. The company has not incurred any cash losses during the financial year covered by our audit as well as during the immediately preceding financial year.

11) According to the records made available to us and information and explanations given to us by the Management, the Company has not taken any financial assistance from bank or financial institution. Accordingly Clause 4(xi) of Companies (Auditor's Report) Order, 2003 is not applicable.

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

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

14) The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

15) In our Opinion, and 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 during the year.

16) As per the information and records furnished before us, the Company has not accepted any term loans. According Clause 4(xvi) of Companies (Auditor's Report) Order, 2003 is not applicable.

17) According to the information and explanations given to us and on an overall examination of the Cash Flow Statements and Balance Sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

18) During the period the company has made allotment of shares on preferential basis as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. As per explanation and information provided to us price at which allotment is made is not prejudicial to the interest of the company.

19) During the financial year, company had not issued any debenture. Accordingly Clause 4(xviii) of Companies (Auditor's Report) Order, 2003 is not applicable.

20) The Company has not raised any money by way of public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable.

21) 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 instance 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 PRAVIN CHANDAK & ASSOCIATES

Chartered Accountants Sd/-

Pravin Chandak

Partner

M.No. 049391

Place : Mumbai

Date : 30th May 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Shree Nath Commercial & Finance Limited as at 31st March 2010, the Profit & Loss Account and also 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 these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standard generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial Statements are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure 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 over all Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanation 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 those books.

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

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

e) On the basis of written representation received from the directors, as on March 31, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of Auditors Report of even date on the financial statements as at and for the year ended 31st March,2010)

1. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we state that:-

(a) The inventory has been physically verified by the management at reasonable intervals during the year.

2. In our opinion, the procedures for 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.

3. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

(a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

5. 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 inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

6. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

7. No deposits, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed thereunder have been accepted by the Company.

8. In our opinion and according to information and explanation given to us, the company has adequate internal audit system commensurate with size of the Company and nature of its business.

9. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

10. (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

11. According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

12. The Company has no accumulated losses as at 31st March, 2010. The company has not incurred any cash losses during the financial year covered by our audit as well as during the immediately preceding financial year.

13. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

14. During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

16. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956, and save for certain shares which are either lodged for transfer or held with transfer forms

17. In our Opinion, and 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 during the year.

18. According to the information and explanations given to us, in our opinion, the term loans were applied for the purpose for which they were obtained.

19. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

20. During the year, the company has made preferential allotment of 50,00,000 equity shares to Promoters & Non Promoters @ Rs. 20/- per share. Out of this allotment 7,00,000 Equity shares allotted to Promoter Group Company @ Rs. 20/- per share and 43,00,000 equity shares issued to Non promoters @ Rs. 20/- per share on preferential basis on 09/12/2009.

21. During the financial year, company had not issued any debenture.

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

23. 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 instance 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 MANOJ KUMAR SHARMA

CHARTERED ACCOUNTANTS

MANOJ KUMAR SHARMA

Place : Mumbai PROPRIETOR

Date : 22nd July, 2010. Membership No. 42279

---

Mar 31, 2002

1. We have audited the attached Balance Sheet of SHREE NATH COMMERCIAL & FINANCE LIMITED as at 31st March, 2002 and the Profit & Loss Account for the year ended on that date and report thereon in accordance with the provisions of section 227 of the Companies Act, 1956.

These financial statements are the responsibility of the Companys 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in the above paragraphs, 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, the company has kept proper books of account as required by law so far as appears from our examination of the books of accounts;

c) The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of Accounts;

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are prepared in compliance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2002 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes appearing in Schedule 10 annexed thereon gives the information required by the Companies Act, 1955, in the manner so required and give a true and fair view: -

i) In case of Balance Sheet, of the state of affairs as at 31st March, 2002;

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

ANNEXURE TO THE AUDITORS REPORT

RE: SHREE NATH COMMERCIAL & FINANCE LIMITED REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

1. The Company is not having any fixed assets during the year.

2. Since the company is not having any fixed assets, question of evaluation does not arise.

3. Since the Company is an investment company, clauses (iii), (iv), (v), (vi) and (x) so far as it relates to internal control procedure for purchases of stores, raw materials including components, and for sales of goods and Clauses (xi), (xii) (xiv), (xvi) of Para 4 (a) of the order, are not applicable to the Company.

4. The Company has not taken any loans from companies, firms & other parties, listed in the register maintained under Section 301 of the Companies Act, 1956.

5. The company has not granted loans to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and as per the explanation given to us, the Company has not accepted deposits from public so as to attract provisions of Section 58A of the Companies Act, 1956 and the rules framed there under, with regards to the deposits accepted from the public.

7. The company has an internal audit system, which is considered as commensurate with the size of company and the nature of its business.

8. Clauses (xvii) of Para 4(a) of the "order" relating to provident funds and E.S.I.C, dues are not applicable to the Company.

9. As informed to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty as at last date of financial year were outstanding for a period of more than six months from the date they became payable.

10. No personal Expenses have been charged to revenue account.

11. The Companys operations do not generate any scrap or by products.

12. In our opinion as this is not a service company as envisaged by paragraph 4(B) (ii), (iii) & (iv) of the order, the requirements of paragraph 4B (ii), (iii) and (iv) are not applicable.

13. This being a Finance & Investment Company, clause 4 C (ii) of the aforesaid order is not applicable.

14. The Company being a finance & investment company is lending money to other Companies and is also dealing in shares and stocks and proper records has been maintained and timely entries have been made therein of the loan transactions and contracts entered into during the said period. Also the company is holding the investments in its own name.

The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

The company is not doing any chit fund, nidhi or mutual benefit society business.

15. The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985.