Incap Financial Services Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2012

We have audited the attached Balance Sheet of M/S INCAP FINANCIAL SERVICES LTD. as at 31st March, 2012, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit also 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companied Act, 1956, we enclose in the Annexure statement on the matters specified therein. We further report that:

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

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

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

4. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March, 2012.

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

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Statement referred to in our Report of even date on the Accounts of M/S INCAP FINANCIALSERVICES for the year ended on 31st March, 2012.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern;

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

According to the information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companied Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 31st March, 2011 for a period of more than six months from the date they became payable.

10) The Company, neither has a sum of Rs. 742,837/- as accumulated losses at the end of the year, however the Company has not incurred any cash loses in the financial year under report and in the immediately preceding financial year.

11) On the basis of the record examine by us and the information and explanation given to us, the company has taken loans from the scheduled bank against proper hypothecation of the property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to the information and explanations given to us, The Company has maintained proper record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to the information and explanations given to us, the Company has not raised any new term loans during the Year from Bank.

17) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the financial year.

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co.

Chartered Accountants

Sd/-

Sudhir M Desai

Proprietor Place : Mumbai M. No. 41999

Date : 30.08.2012

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Mar 31, 2011

We have audited the attached Balance Sheet of M/S INCAP FINANCIAL SERVICES LTD. as at 31st March, 2011, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit also 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companied Act, 1956, we enclose in the Annexure statement on the matters specified therein. We further report that:

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

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

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

4. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March, 2011.

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

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Statement referred to in our Report of even date on the Accounts of M/S INCAP FINANCIALSERVICES for the year ended on 31st March, 2011.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern;

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

According to the information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice.

5) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companied Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 31st March, 2011 for a period of more than six months from the date they became payable.

10) The Company, neither has a sum of Rs. 742,837/- as accumulated losses at the end of the year, however the Company has not incurred any cash loses in the financial year under report and in the immediately preceding financial year.

11) On the basis of the record examine by us and the information and explanation given to us, the company has taken loans from the scheduled bank against proper hypothecation of the property.

12) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares or other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) In our opinion, and according to the information and explanations given to us, The Company has maintained proper record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) According to the information and explanations given to us, the Company has not raised any new term loans during the Year from Bank.

17) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956 during the financial year.

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/S. Sudhir M Desai & Co.

Chartered Accountants

Sd/- Place: Mumbai Sudhir M Desai

Proprietor Date: 30.08.2011 M. No. 41999

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Mar 31, 2010

The Company assumes no responsibility in respect of forward - looking tptpstatements, which may be amended or modified in future on the basis of subsequent developments, information or events.

1. We have audited the attached Balance sheet of INCAP FINANCIAL SERVICES LIMITED as at 31st March, 2010 and the related Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 conduct 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 statement presentation. We believe mat our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) amendment Order, 2004 (together with the order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph (3) above and information and explanations provided to us, we report that:

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

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

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

4) In our opinion, these financial statements comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956, except as stated in para 6(a) and (b) below.

5) On the basis of written representations received from the directors, as on 31;- March, 20] 0 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31*March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon of schedule 12 and in particular-give the information required by the companies act,1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2010. and

b) In the case of Profit and Loss Account, of the profit for the year ended on 31st March, 2010.

Re: INCAP FINANCIAL SERVICES LIMITED: Annexure referred to in paragraph 3 of our report even date.

1. (a) Proper records showing full particulars including quantitative details and situation of Fixed Assets of the company are being updated

(b) The management physically verifies the fixed assets of the Company. No material discrepancies were noticed on verification.

(c) No substantial parts of the fixed assets have been disposed off during the year.

2. (a) Company have not any Inventories.

3. (a) The company has not taken any loans from Companies, Firms or other parties other than directors; Register maintained under section 301 of the Act. No amount was borrowed from the directors of the company during the year & other financial institutes.

(b) In our opinion, the terms and conditions, on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 and from the companies under the same management, are not, prima facie, prejudicial to the interest of the company.

(c) The Principal amount and interest has been repaid as stipulated.

(d) There are no overdue payments.

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, with regard to purchases of plant and machinery, equipment and other assets and with regard to the sale of goods.

5. (a) According to the information and explanation given to us, we are of the opinion at the transactions that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/ or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

6. In our opinion and according to the information and explanation given to us, the company has not accepted any deposits; hence the provision of section 58A of the Companies Act 1956 and Companies (acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

7. In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products ot the Company.

9- (a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax. Lxcise

Duty, Cess and any other material statutory dues applicable to it

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March 2010 for a period of more than six months from the date they become payable.

10. The company does have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

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 (Auditors Report) order, 2003 are not applicable to the companv.

14. As per the provisions of clause 4(xiv) of the Companies (Auditors Report) order, 2003 company has maintained all record of all the investment held by the own name of the co & timely entries has been made.

15. As informed to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for Long-term assets. No long-term funds have been used to finance short-term assets.

17. The company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act.

18. The company has not issued any debentures.

19. During the period covered by our audit report, the companv has not raised any money by public issue.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Date : 30th June, 2010 For, Vishves A. Shah & Co.

Place: Ahmedabad Chartered Accountants

Firm No. 121356W

(Vishves A. Shah)

Proprietor

M.No. 109944

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Incap Financial Services Limited as at 31st March, 2009 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the Auditing Standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements ate free of material misstatement. An audit includes examining on test basis evidence supporting the amounts and disclosures in financial statements. An audit that includes assessing the accounting principals 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 amerded by the Companies (Auditors Report) (Amendment) Order, 2004 (together "the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India) the "Act") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose In the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 the said Order.

Further to our comments in the Annexure referred to in paragraph 2 above, we report that No. provision for the short fall in value of shares in stock (Refer to note No. 5 of Schedule; 11) and no provision for the fees payable to stock exchanges (refer to note no. 6 of Schedule: 11)

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 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 and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred 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 31st March, 2009, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2009, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f) Subject to foregoing. In our opinion and to the best of our information and according to the explanation given to us, the said Financial Statements read together with the Significant accounting Polices and Notes forming part thereof, give the information required by the Act, in the manner so required, and present a true and fair view, in conformity with the accounting principles generally accepted in India:

(I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

(II) In the case of the Profit and Loss Accounts, of the Profit of the Company for the year endedlon that date; and

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

Annexure to the Auditors Reports for the year ended on March 31, 2009: (referred to in paragraph (3) 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: -

1. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

A substantial portion of fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

None of the Fixed Assets have been revalued during the year.

%.

2. The company had done the trading business of Govt. Securities during the year. In respect of said business, we Report as under :-

On the basis of our examination of the inventory records, in our opinion, the Company has maintained the proper records of inventory. We have been explained that in most of the times, the Govt. Securities have been purchased after the receipt of Sale order. Thus, there were no needs to keep any thing in stocks. As a result the matter relating to material discrepancies on physical verification of inventory as compared to the book records and its frequency are not applicable.

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

b) Loans and Advances (Amount Recoverable Cash or Kind) amounting to Rs. 3,83,05,069/- includes a Rs. 1,96,843/- paid in earlier year as advance for land purchase, a sum of Rs. 20,00,000/- to a party in last year & Rs. 8,54,226/- to a company. All such amounts have been paid for the business of the Company and hence they are not bearing interest. All such amounts, in the opinion of Directors are good of recovery and they will be recovered / adjusted in the next year.

4. In our opinion and according the information and explanations given to us, there are generally adequate internal controls procedures commensurate with the size of the Company and the nature of the business with regard are to purchase & sale of goods - Govt. Securities. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In our opinion and according to information and explanation given to us, there are no transactions that need o be entered in to a register in pursuance of Section 301 of the Companies Act, 1956. The Company has not made any transaction to be entered in to a register in pursuance of section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

7. The Company has no internal audit system.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209( 1) (d) of the Companies Act, 1956.

9. According to the records made available to us and verified by us, and the information and explanation given by the management, there are no undisputed amounts payable in/respect of statutory dues which have remained outstanding, as at 31, March 2009 for a period exceeding six months from the date they become payable.

10. The company has a sum of Rs. 7,67,220/- as accumulated losses as at 31st Mach, 2009. However, the Company has not incurred any cash losses in the financial year ended on that date or in the immediately financial year,

11. On the basis of the records examined by us, we report that the company has not borrowed any new loans (secured) from the banks, as shown in the Balance Sheet / Schedule of Secured Loans.

12. In our opinion and according the information and explanations given to us, no loan and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. The provision of any special statute applicable to chit fund / nidhi / mutual benefit fund / society are not applicable to the Company.

14. in our opinion and based on our examination of the records, the Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by other company.

16. The Company has not raised any new term loans during the year, from banks, as per schedule of Secured Loans.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has nof utilized short term resources towards repayment of long term borrowings and acquisition of fixed assets.

18. During the year, 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.

19. The Company has not issued any debentures.

20. The Company has no* raised any money by public issue during the year.

21. According to the information and, explanation given to us, and as per our verification of Books of Accounts and other records, no fraud on or by the company has been noticed or reportefd during the year.

FOR, PRAFUL N. SHAH & CO. Chartered Accountants

PRAFUL N. SHAH

Proprietor M.No. 15591

Ahmedabad, Date: 30/06/2009

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Mar 31, 2003

We have audited the attached Balance Sheet of Indcap Financial Limited as at 31st March2003 and also the Profit and Loss Account 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.

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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and other Companies (Auditors Report) Order 1988, issued by the 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.

Further to our comments in the Annexure referred to above, we report that:

(i) 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;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examinations of those books;

(iii) The Balance Sheet & Profit and Loss Account dealt by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and the Profit & Loss account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956;

(v) On the basis of written representation received from the directors, as on 31st March, 2003, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) 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 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 March2003. and

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

ANNEXUREATO AUDITORS REPORT TO THE MEMBERS (Referred to in paragraph 1 of our report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Asset. All the assets were stated to have been physically verified by the management during the month of March. It has however, been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

2. None of the fixed assets have been revalued during the year.

3. The stock of shares have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

4. In our opinion and according to the information & explanation given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

5. As informed by the management, no discrepancies were noticed on physical verification of stocks as compared to book records.

6. In our opinion and on the basis of our examination of the stock records, the valuation of stock is fair and proper in accordance with normally accepted accounting principles and is on the same basis as in preceding year.

7. According to the information and explanation given to us, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register maintained under Section 301 and/ or from the Companies under the same management as defined under Section 370(1 B) of the Companies Act, 1956.

8. According to the information and explanation given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 and / or the Companies under the same Management or as defined under Section 370(1 B) of the Companies Act, 1956.

9. The parties to whom the loans, or advances in the nature of loans, have been given by the company are repaying the principal amount as stipulated and are also regular in payment of interest except the parties for whom the provision for doubtful debts have been made in the books of accounts.

10. Jn 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, with regard to purchases and sales of shares, plants and machinery, vehicle and for other assets.

11. According to the information and explanations given to us, the transactions of Purchase and Sale of Shares made in pursuance to contracts or arrangements entered in the register maintained u/s 301 of the Companies Act,1956, aggregating during the year to Rs. 50,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices as available with the Company for such shares or prices at which transactions for similar shares have been made with other parties.

12. The Company being a "Non Banking Financial Company", Section 58A of the Companies Act, 1956 is not applicable to the company. During the year, the company has not accepted any deposits from public falling under the preview of the Non Banking Financial Companies (Reserve Bank) Directions, 1977.

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

14. The Central Government has not prescribed for the maintenance of cost records by the Company, under Section 209(1) (d) of the Companies Act, 1956.

15. According to the records of the Company, Provident Fund dues have generally been regularly deposited in time during the year with the appropriate authorities. Further according to the information and explanations given to us the provisions of Employees State Insurance Act, are not yet applicable to the Company.

16. According to the information and explanation given to us there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, outstanding for a period of more than six months at 31st March2003 from the date they become Payable.

17. According to the information and explanations given to us no Personal Expenses of employees or Directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

18. The Company is not a sick Industry within the meaning of Clause (o) of Sub Sec.(1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act,1985.

19. The service activities of the Company are such that the question of recording receipts, issues and allocation of man hours to the relative job does not arise. Consequently the authorisation and control on the allocation of labour jobs is not applicable.

20. In respect of its dealings in shares/debentures, the Company has maintained proper records of the transactions and timely entries have been made. All the shares and debentures are held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

For VINOD SAHNI & ASSOCIATES Chartered Accountants

(VINOD SAHNI) F.C.A. Partner

Place : New Delhi Dated : 27.06.2003

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Mar 31, 2002

We have audited the attached Balance Sheet of INCAP FINANCIAL SERVICES LIMITED of Ahmedebad as at 31-3-20O2 AND the Profit and Loss Account of the Company for the year ended on that date and report. that:-

(1)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 annex hereto a sta- tement on the matters specified in paraqraphs 4 arid 5 of the said order.

(2) 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;

(3) 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 the books;

(4) The Balance sheet and Profit and Loss Account dealt with this report are in agreement with the books of account,

(5) In our opinion the Balance Sheet and Profit & Loss Account dealt with this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(6) We have been informed that the directors of this company are not the directors of a public company otherthen the present company which has complied with all the provisions resulting into disqualification u/s. 274(1)(o) of the Companies Act, 1956.

(7) We have noticed that :-

(i) The expenditure spent as PRELIMINARY EXPENSES has not been amortize as per the standard accounting system.

(ii) On Fixed Assets, the depreciation has not been provided as per the requirement under provisions of Companies Act, 1956.

(8) In our opinion and to the best of our information and according to the explanations given to us, the accounts 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 March 31, 2002.

and

(ii) in the case of the Profit and Loss Account of the profit for the year ended on that date.

ANNEXTURE REFERRED TO IN PARAGRAPH (1) OF THE AUDITORS REPORT TO" THE MEMBERS OF INCAP FINANCIAL SERVICES LIMITED FOR THE YEAR ENDED MARCH 31,2002 :-

1. The Company has maintained the records of Fixed Assets showing particulars of quantitative details and location. The same have physically verified and no discrepancy has been noticed.

2. None of the Fixed Assets have been revalued during the year under Audit.

3. The company has not accepted any loans from companies & other parties listed in the Register maintained under Section : 301 of the Companies Act, 1956 for which the terms and conditions have not been specified.

4. The Company has not given Loans to any out side parties.

5. The Company has not accepted any laons from any person/party.Thus, the provisions of Section 58A of the Companies, 1956 and the Companies (Acce- ptance of Deposits) Rules,1975 with regard to the deposits accepted from the public are not applicabel.

6. The Company has no internal audit system, as it is not required.

7. As explained to us the Provident Fund and the EmployeesState Insurance Rules are not applicable to the Company.

8. According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth - tax, customs suty and excise duty were outstanding as at March 31, 2002, for a period of more than six months.

9. According to the information and explanations given to us, no personal expenses of emplyees or directors have been charged to revenue account.

10. The Company is not a sick industrial company within the meaning of clause (o)of sub-section (1) of Section 3 of the Sick industrial Companies (Special Provisions) Act, 1985.

11. This being the company having business of SERVICE nature, and not the trading or manufacturing activities, on following matters, no information have been furnished :-

(a) Purchases, stock maintaining, physical verification and the valuation of Raw Materials, Spares, Parts etc.

(b) Maintenance and realisation of Scraps etc.

(c) Internal Control Procedure for the purchases etc.

For: Praful H Shah & Co. Chartered Accountants

(P.N. Shah) Proprietor.

Place : Ahmedabad. Dated : 27-08-2O02