Auditor Report of Winmore Leasing & Holdings Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of WIN MORE LEASING AND HOLDINGS LTD ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Row 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 air view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September, 2013, Issued by the Ministry of Corporate Affairs, In respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, Implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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.

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; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order") issued by the 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 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 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 Row Statement comply with the Accounting Standards notified under the Companies Act 1956 read with General Circular 15/2013 dated 13th September, 2013, issued by 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 Act.

ANNXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 of the Auditors' Report of even date) On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

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

(b) Fixed assets have been physically verified by the management as per the programme of verification decided by the Company. According to the information and explanations given to us no material discrepancies were noticed on such verification. In our opinion, having regard to the size of the Company and the nature of Its assets the programme of verification of fixed assets of the Company is reasonable;

(c) Since there is no disposal of substantial part of fixed assets during the year, paragraph 4(1) (c) of the Order is not applicable;

ii. The Company Is engaged In trading of cloth and due to the nature of transactions, It does not hold Inventory of these Items at any point of time; accordingly, the requirement under paragraph 4(11) of the Order is not applicable;

Iii. Since the Company has not granted to / taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act, paragraph 4 (iii) of the Order is not applicable;

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for purchases of fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weakness in the Internal control system;

v. According to the Information and explanations given to us, all transactions that need to be entered In the register maintained under section 301 of the Act have been so entered;

vi. Since the Company has not accepted deposits from the public during the year, paragraph 4(vl) of the Order Is not applicable;

vii. In our opinion the internal audit system is commensurate with the size and nature of the Company's business;

viii. Since the Company is not engaged in production of any goods, paragraph 4 (viii) of the Order is not applicable;

ix (a) According to the information and explanations given to us and according to the records of the Company, the Company is regular In depositing with appropriate authorities undisputed statutory dues Including income tax, tax deducted at source, profession tax, wealth tax, property tax, water tax, license fee, cess and other statutory dues applicable to it;

(b) According to the information and explanations given to us, no undisputed amounts in respect of the statutory dues referred to above were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable;

The Company has no accumulated losses as at March 31,2014 nor has it incurred any cash losses during the financial year and in the immediately preceding financial year;

Since the Company has not borrowed any money from any financial institution or bank or through debentures, paragraph 4(xi) of the Order is not applicable;

xli. Since the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order Is not applicable;

xiii. As the Company is not a nidhl/mutual benefit fund/sodety, paragraph 4(xiii) of the Order Is not applicable;

xiv. The Company has maintained proper records of transactions and contracts In respect of shares and other securities dealt with by It and have also made timely entries therein. The shares and other investments are held by the Company In its own name;

xv. Since the Company has not given any guarantee for loans taken by others from banks or financial institutions, paragraph 4(xv) of the Order is not applicable;

xvi. Since the Company has not obtained any term loan, paragraph 4(xvi) of the Order is not applicable;

xvii. As the Company did not raise any short term funds during the year, paragraph 4 (xvii) of the Order Is not applicable;

xvili. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained u/s 301 of the Act;

xix. Since the Company has not issued any debentures, paragraph 4(xlx) of the Order is not applicable;

xx. Since the Company has not raised any money during the period by way of public issue, paragraph 4(xx) of the Order is not applicable;

xxi. According to the Information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For RAJENDRA K.GUPTA & ASSOCIATES CHARTERED ACCOUNTANTS Regd. No. 108373W

RAJENDRA KUMAR GUPTA PARTNER M.NO.009939 Place : Mumbai Date : 30/05/2014