Auditor Report of Shri Niwas Leasing and Finance Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SHRI NIWAS LEASING &
FINANCE LIMITED("the Company”), which comprise the balance sheet as at March 31, 2025, and the
statement of profit and loss (including other comprehensive income), the statement of changes in equity
and the statement of cash flows for the year then ended, and notes to the standalone financial
statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
("the Act”) in the manner so required and give a true and fair view in conformity with the Accounting
Standards prescribed under Section 133 of the Act and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March 2025, and its Loss and total
comprehensive income, changes in equity and its cash flows for the year ended on that date. The
company should have prepared a financial statements in compliance with IND AS as prescribed, which
may significantly affect the financial statements of the company.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India ("the ICAI”) together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial
statements.

Key Audit Matters

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

Key Audit Matters	Auditor''s Response
Impairment of Loans including Expected Credit Loss ("ECL") The Company has reported gross loan assets of INR	Assessed the appropriateness of management''s judgment and estimates used in the impairment analysis through procedures that included, but

116487.90 lacs against which an impairment loss of INR 116487.90 lacs has been recorded. The Company	were not limited, to the following: • Obtained an understanding of the method
recognized impairment provision for loan assets partly based on the Expected Credit Loss approach laid down under ‘ Ind AS 109 - Financial Instruments. The calculation of impairment losses on loans is complex and is based on the application of significant management judgement and the use of different modelling techniques and assumptions which are uncertain and could have a material impact on	adopted by the Company including the key inputs and assumptions. Since methods and parameters are based on historical data, we assessed whether historical experience was representative of current circumstances and was relevant in view of the recent impairment losses incurred within the portfolios.
reported profits. However, the Company has applied a	• Considered the Company''s accounting policies
single-stage approach based on changes in credit	for estimation of expected credit loss on loans
quality to measure expected credit loss on loans which	and assessed the compliance with the policies
is as follows:	in terms of Ind AS 109. However, we observed that company has not complied with Ind AS
• If the repayment is defaulted more than 90 days	109.
then it is considered as credit-impaired at the end
of the year.	• Tested the design and operating effectiveness of
• Significant management judgement and	key financial controls over the completeness
assumptions involved in measuring ECL is required with respect to:	and accuracy of the key inputs and assumptions
• Determining the criteria for a significant increase	considered for calculation, recording and
in credit risk	monitoring of the impairment loss recognized.
• Factoring in future economic assumptions	Also evaluated the controls over the
• Techniques used to determine probability of	impairment process, validation of data and
default, loss given default and exposure at default.	related approvals.
These parameters are derived from the Company''s	• Reconciled the total financial assets considered
historical data.	for ECL estimation with the books of account to
In view of the above, the measurement of impairment	ensure the completeness.
loss on loans was determined to be a Key Audit Matter	•Assessed the adequacy and appropriateness of
in our audit of the financial statements.	disclosures in compliance with the Ind AS 107 in relation to ECL which was found not to have been implemented.
Loan borrowed converted to Equity Shares The Company is a NBFC registered under Section 45-IA of the Reserve Bank of India Act, 1934, and as a part of its business activities was engaged in lending/ granting of the loans The company had requested conversion of borrowed loans from other corporate entities to Equity Capital and waiver of interest due till date of allotment of such shares to the extent of Rs 1,16,333.39 lacs which is pending for allotment due to approval from SEBI. There are variety of terms that define contract of loan where terms of loans, such as repayment schedule, Rate of Interest, securities associated, overdues if any etc. This area was of most significance in our audit due	Our audit procedures included the following: • Considered Company''s loan policy and its compliance. • Assessed the design and tested the operating effectiveness of internal controls related to loans. • Performed sample tests of individual transaction and other related documents. Further, in respect of the samples tested we checked that the loans has been taken as per the policy.
to the magnitude of amount involved and there	• Selected sample of loans obtained and
conversion of the same to equity capital. Accordingly, due to the significant risk associated in accordance	checked the documents.
with terms of applicable AS, it was determined to be a	• We checked the documents related to
key audit matter in our audit of the standalone	valuation of the loans where such loans

financial statements.	converted to Equity Capital
	• Obtained few balance confirmations as at the year end to evaluate loans.
	• We checked the Shareholders List maintained by RTA.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report, Business Responsibility and Sustainability Report,
Corporate Governance and Shareholder’s Information, but does not include the financial statements and
our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report on in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statement

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, changes in equity and
cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards notified under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, and the applicable NBFC Regulations, as amended from
time to time. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a

guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

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

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

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

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

Materiality is the magnitude of misstatements in the consolidated financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the consolidated financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the consolidated financial
statements.

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

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

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

The previously issued standalone financial statements were audited by the predecessor auditor whose
report for the year ended 31 March 2024 issued on 10 May 2024 expressed an unmodified opinion on
those standalone financial statements were also prepared without complying to companies accounting
standard rules 2021 to comply with Ind As.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
Annexure "A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 my examination of those books.

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

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act read with rule 7 of the Companies (Accounts)
Rules, 2014,as amended and the Companies (Accounting Standards) Amendement Rules, 2016,
as amended, to the extent they are not inconsistent with the accounting principles prescribed in
the applicable NBFC Regulation.

(e) on the basis of the written representations received from the directors and taken on record by the
Board of Directors, none of the directors is disqualified as on 31 March, 2025 from being
appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate report in Annexure-‘B’;

(g) As no remuneration has been paid by the Company to its Directors, the provisions of Section 197
of the Companies Act, 2013 are not applicable; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to our;

a. The Company does not have any pending litigations which would impact on its financial
position.

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

c. The company was not required to transfer any amount during the year to the Investor
Education and Protection Fund by the Company.

d. (a) The Management has represented that, to the best of it’s knowledge and belief, no funds

have been advanced or loaned or invested by the Company to or in any other person(s)
or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

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

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement subject to the fact that
some expenses have been booked on cash basis .

e. The Company has not declared or paid any dividend during the year and has not proposed a
final dividend during the year.

f. With respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules 2014, the
company did not maintain the accounting software which has a feature of recording of audit
trail of each and every transaction, creating and edit log of each change made in the books of
accounts along with the date when such changes were made and ensuring that the audit trail
cannot be disabled.

For VRSK & Associates (FRN:011199N)

Chartered Accountant

CA. ANKUSH GUPTA (M.NO: 086499)

PARTNER

Place: New Delhi

Date: 30.05.2025

UDIN: 25086499BMLIJA1752

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Mar 31, 2024

We have audited the financial statements of Shri Niwas Leasing & Finance Limited (“the Company”),
which comprise the balance sheet as at March 31, 2024, and the statement of profit and loss (including
other comprehensive income), the statement of changes in equity and the statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’) in the
manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024, its loss Amount of
Rs.(1,35,94,000)/-and cash out flows for the year ended on that date is of Rs. (66,79,282)/-

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the
auditor’s responsibilities for the audit of the financial statements section of our report. We are
independent of the Company in accordance with the code of ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our 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 March 2024, its profit/loss statement and its cash flows
statement for the year ended on that date.

Key audit matters

In context of the Audit of the Financial Statements, it has been noticed that the Investments have been
Valued at Book Value although the Market Price of the Investments is lower than the Book Value. As
per AS 13 of Accounting for Investments it states that the Investments shall be Valued at Market Price
or Book Value w.e.f is lower.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance
and Shareholder’s Information, but does not include the financial statements and our auditor’s report
thereon.

Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Management’s responsibility for the financial statements

The Company’s board of directors is responsible for the matters stated in section 134 (5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and changes in equity
of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Rules, 2016, as amended from time to time, and other accounting
principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The boards of directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

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

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards. From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 my examination of those books;

(c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this
report are in agreement with the books of account;

(d) In our opinion, the 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 the written representations received from the directors as on March 31, 2024 taken
on record by the board of directors, none of the directors is disqualified as on March 31, 2024 from being
appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal
financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information
and according to the explanations given to our, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to our;

a. The Company does not have any pending litigations which would impact its financial position;

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

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

For GSA & ASSOCIATES LLP
(Chartered Accountants)

Firm Regn No: 000257N / N500339

CA. MANINDRA K. TIWARI
(PARTNER)

M.NO: 501419

PLACE: NEW DELHI

DATE: 10.05.2024

UDIN: 24501419BKAAEQ5615

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Mar 31, 2015

I have audited the accompanying financial statements of M/s Shri Niwas Leasing & Finance Limited which comprise the Balance Sheet as at March 31, 2015 and 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 Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness pf 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

My responsibility is to express an opinion on these financial statements based on my audit. I have taken into account the provisions of the act, the accounting and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made thereunder. I conducted my audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that I 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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 31st March, 2015;

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

(C) In the case of the Cash Flow Statement, of the Cash Outflows 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, I give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008,1 give in the annexure 'II', a statement on the matters specified in paragraph 3 & 4 of the said directions.

3. As required by section 143(3) of the Act, I report that:

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

b) in my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those book;

c) the Balance Sheet, Statement of Profit and Loss, and cash flow Statement dealt with by this Report are in agreement with the books of account;

d) in my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Rules, 2014.

e) The Provision of Section 73 of the Companies Act, 2013 are not applicable to the company.

f) on the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31s1 March, 2015, from being appointed as a director in terms of section 164(2) of the act.

ANNEXURE T TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SHRI NIWAS LEASING & FINANCE LIMITED as at and for the year ended 31st March, 2015, I report that:

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

2. The company does not have any inventories as at the date of the Balance Sheet because all its purchases of shares etc. has been shown in under the head of Investments.

3. (a) In my opinion and according to the information and explanations given to me, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) In View of the facts mentioned in Point No- a, above the provisions of clause regarding reasonableness of interest charges or paid are not applicable to the company during the year under report.

4. In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and for the sale of such stock-in- trade and services. Further, on the basis of my examination of books and records of the company and according to the information and explanations given to me, I have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In my opinion and according to the information and explanations given to me , the company has not accepted deposits as the company is a non banking Financial company the provision of section 73 & 74 are not applicable.

6. I have been informed that maintenance of cost records has not been prescribed by the Central Government of the Companies Act, for the year under review.

7. (a) The company is generally regular in depositing undisputed statCitory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanations given to me, there is pending tax demand is as follows:

Sr. No. Act Appeal Assessment Amount of Pending Year demand Before

1. Income Tax CIT (A) 2006-07 10,10,977 Act

8. The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by my audit, as well as in the immediately preceding financial year.

9. Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions of paragraph 4 (xi) of the order regarding default in repayment of dues to a financial institution or bank or debenture holders doesn't arise.

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

11. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

12. Based on the audit procedures performed and the information and explanations given to me, I report that no fraud on or by the Company has been noticed or reported during the year, nor have I been informed of such case by the management.

CA. SUMIT ARORA (Chartered Accountant) M. No. 513784 '

Place: New Delhi Date: 18.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of SHRI NIWAS LEASING & FINANCE LIMITED which comprise the Balance Sheet as at March 31, 2014, Statement of Profit and Loss and 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

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

Auditor''s Responsibility

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

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

Opinion

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

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

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

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

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, 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) The provisions of section 58A of the Companies Act, 1956 are not applicable to the company. Further, as required by NBFC auditor''s report (RBI) directions, 1998 we report that: -

f) 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.

g) 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

a) The Company has applied for registration as provided in section 45 IA of the RBI Act, 1934 and it has received registration certificate bearing No. B - 14.00808 dated 20.05.1998

b) The Board of Directors has passed a resolution for non-acceptance of any public deposit.

c) The company has not accepted any public deposit during the relevant year.

d) The company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING & FINANCE LIMITED, for the year ended 31st March 2014;

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any fixed assets during the year.

2. The company does not have any inventories as at the date of the Balance Sheet because all its purchases of shares etc. have been treated as Investments.

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 under Section 301 of the Companies Act:-

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are no accumulated losses in the company. The company has neither incurred cash loss in the current financial year nor in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

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

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

21. During the course of our examination of the books of account 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 report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants FRN - 023419N

Sd/- CA. Gaurav Jain Partner M.No. 506695

Delhi, April 12th 2014

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Mar 31, 2013

We have audited the accompanying financial statements of M/s Shri Niwas Leasing and Finance Limited which comprise the Balance Sheet as at March 31, 2013. Statement of Profit and Loss and 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 21 1 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation anci 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 o^ the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

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 iaw have been kept by the Company so far as appears from our examination of those books

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (30 of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (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

ANNEXURE TO THE AUDITOR''S REPORT

Referred to in paragraph (3) of our report of even date of SHRINIWAS LEASING AND FINANCE LIMITED, for the year ended 3151 March 2013;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company.

2. (a) On the basis of information and explanation provided by the management, Inventories and investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion, 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) In our opinion, the company is maintaining proper records of inventory. We have been exp ained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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 under Section 301 of the Companies Act:-

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, thee is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are accumulated losses in the company but it does not exceed 50% of its Net Worth. The company has not incurred cash loss in the current financial year but there was cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us. the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The company has not granted any loans and advances on the basis ot security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Amended) Order 2004 are not applicable to the company.

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

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in rndia, 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 report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chaptered Accountants FRN 023419N

(Gaurav Jain) Partner M.No. 506695 Delhi, May 13th 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of SHRI NIWAS LEASING & FINANCE LIMITED as at 31st March 2012 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 statements presentation. We believe that our audit provides a reasonable basis or our opinion.

As required by the Companies (Auditor''s Report) Order (Amended), 2004, issued by the Central Government of India, in terms of Section 227(4A), of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the annexure referred to 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 such books;

c. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit and Loss Account of the Company, comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March 2012 from being appointed as directors 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 Balance Sheet and Profit & Loss Account, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012 and

II. In the case of the Profit & Loss Account of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING & FINANCE LIMITED, for the year ended 31st March 2012;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company

2. (a) On the basis of information and explanation provided by the management, Inventories/ Investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

(b) In our opinion, 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) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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 under Section 301 of the Companies Act:-

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanation given to us and as per the books and records examined by us, there are no dues of income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute within 6 months form the date they become payable.

10. There are accumulated losses in the company but it does not exceed 50% of its net worth. The company has incurred cash loss in the current financial year but there was no cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

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

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

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

21. During the course of our examination of the books of account 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 report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants

FRN- 023419N (Gaurav) Partner M.No. 506695

Delhi, 3rd September, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of SHRI NIWAS LEASING AND FINANCE LIMITED as at 31st March 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor s Report) Order (Amended), 2004, issued by the Central Government of India, in terms of Section 227(4A), of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the annexure referred to 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 pure ose 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 such books,

c. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of accounts;

d. In, our opinion,, the Balance Sheet and Profit and Loss Account of the Company, comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956.

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

In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account, read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and

II. In the case of the Profit & Loss Account of the Loss ot the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS5 REPORT

Referred to in paragraph (3) of our report of even date of SHRI NIWAS LEASING AND FINANCE LIMITED, for the year ended 31* March 2011;

1. (a) The Company does not have any Fixed Assets during the year under review, so this clause is not applicable on the company.

2. (a) On the basis of information and explanation provided by the management. Inventories and Investments in the form of Shares have been physically verified by the management during the year. In our opinion, frequency of verification is reasonable.

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

(c) In our opinion, the company is maintaining proper records of inventory. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

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 under Section 301 of the Companies Act:-

(a) The company has neither granted nor taken any unsecured loan from such parties during the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase and sale of Shares.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of opinion that the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 are being so entered.

(b) As per the audit procedures applied by us, and according to the information and explanations given to us, with respect to the transaction as entered in the register maintained under section 301, exceeding the value of five lac rupees in respect to any party during the financial year, the prices at which these have been made are reasonable having regard to the market prices prevailing at the time of the transaction.

6. The company has not accepted deposits from the public as defined in section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975.

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

8. we have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review depositing undisputed statutory

9. (a) The company is generally regular in depositing undisputed statutory dues induding Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax and any other statutory dues wtth the Appropriate Authorities.

(b) According to information and explanation given to us and as per the books and records examined by us, there are no dues of Income tax, custom duty, excise duty, sale tax, wealth tax and cess which have not been deposited on account of any dispute.

10. There are accumulated losses in the company but it does not exceed 50% of its Net worth. The company has not incurred cash loss in the current financial year but there was cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) (Amended) Order 2004 are not applicable to the company.

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

15. On the basis of information and explanation provided, the company has not given any guarantee for loans taken by others from the banks during the year.

16. On the basis of records available and information and explanation given to us, during the year the company has not taken any terms loan.

17. On the basis of information and explanation given to us and an overall examination of the balance sheet, we report that no funds raised on short-term basis have been used for long-term investments.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures.

20. The company has not raised any money by public issues during the year. out in and

21. During the course of our examination of the books of account 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 companny, noticed or report during the year, nor have we been informed of such case by the management.

For Gaurav Ashok Jain & Associates Chartered Accountants

Sameer Jain Partner M.No. 512653 Camp: Delhi Date: 17.05.2011